Viatris and Pacira BioSciences entered into a definitive agreement under which Viatris has agreed to acquire all of the outstanding shares of Pacira common stock for $36.50 per share in cash, representing an aggregate equity value of $1.65 billion.

The deal brings Viatris two in-market U.S. products in Exparel (bupivacaine liposome injectable suspension) and Zilretta (triamcinolone acetonide extended-release injectable suspension).¹ The company plans to leverage its intellectual property expertise and its proven ability to extend product lifecycles and sustain meaningful sales after the entry of competition to maximize the long-term value of the Pacira portfolio, and expects to expand the products’ reach across select markets within its global infrastructure.¹

What does Pacira bring to Viatris’ portfolio?

Exparel is indicated to produce postsurgical local analgesia via infiltration in patients aged six years and older, and postsurgical regional analgesia via an interscalene brachial plexus block in adults, a sciatic nerve block in the popliteal fossa in adults, and an adductor canal block in adults.² The safety and effectiveness of Exparel have not been established to produce postsurgical regional analgesia via other nerve blocks besides those three.²

The product combines bupivacaine with multivesicular liposomes, a proven delivery technology that releases medication over a desired time period, and Exparel represents the first and only multivesicular liposome local anesthetic that can be used in the peri- or postsurgical setting.² A single dose delivers bupivacaine over time, providing significant reductions in cumulative pain scores with up to a 78 percent decrease in opioid consumption, though the clinical benefit of that opioid reduction was not demonstrated.

“The pending acquisition of Pacira BioSciences is an important step in advancing our strategy to build our innovative medicines business,” said Scott A. Smith, chief executive officer, Viatris. “The addition of Exparel, for acute postsurgical pain, and Zilretta, for osteoarthritis knee pain, are synergistic with our fast-acting meloxicam market opportunity and position us as a leader in non-opioid pain management therapies, an area where patients and healthcare providers continue to seek more treatment options. Pacira also brings Viatris additional U.S. innovative commercial, market access, medical affairs and global R&D capabilities that are highly complementary to our existing infrastructure and portfolio. This transaction accelerates our path to sustained revenue and earnings growth and adds an innovative development pipeline in certain high-value, specialty-driven therapeutic areas with a high unmet need.”

How will the deal be financed?

“The proposed transaction is expected to be immediately accretive to our financial guidance metrics,” said Paul Campbell, interim chief financial officer, chief accounting officer and corporate controller, Viatris. “Importantly, we expect to fund the transaction primarily from excess cash with the remainder from short-term borrowings. As such, we expect the transaction will have minimal impact on our gross leverage ratio. We believe the transaction is consistent with our disciplined and balanced approach to capital allocation, preserves our financial flexibility and provides opportunities to create additional value through both cost and revenue synergies.”

Under the terms of the transaction, Viatris will commence a tender offer to acquire all of the outstanding shares of Pacira’s common stock for $36.50 per share in cash.¹ Following completion of the tender offer, Viatris will acquire all remaining untendered shares of Pacira’s common stock through a second-step merger for the same consideration.

The transaction, which was unanimously approved by the boards of directors of both companies, is subject to customary closing conditions, including the tender of a majority of the outstanding shares of Pacira’s common stock and expiration of the applicable regulatory waiting period.¹ Pacira’s board of directors unanimously recommends that Pacira’s stockholders tender their shares in the tender offer, and the transaction is expected to close by the end of 2026.

Upon completion, Pacira will become a wholly owned subsidiary of Viatris, and Pacira’s common stock will no longer be listed for trading on the Nasdaq Global Select Market.¹

Sources

1. Viatris Agrees to Acquire Pacira BioSciences, Advancing Its Innovative Medicines Strategy and Becoming a Leader in Non-Opioid Pain Therapies Viatris October 8, 2026, https://investor.viatris.com/news-releases/news-release-details/viatris-agrees-acquire-pacira-biosciences-advancing-its
2. A Randomized Trial of Exparel vs Saline in Opioid Reduction of Pain Management Following Lumbar Spine Surgeries. (Exparel) National Library of Medicine June 13, 2023, https://clinicaltrials.gov/study/NCT04644796