Monitor HSR review timeline and any competing bids during the go-shop period. The $36.50 offer price represents a premium to PCRX's pre-announcement trading level; watch for any regulatory pushback on non-opioid pain market concentration.
Price Chart
Executive Summary
Viatris (VTRS) has agreed to acquire Pacira BioSciences (PCRX) for $36.50 per share in cash, representing an aggregate equity value of $1.65 billion. The transaction will be structured as a tender offer followed by a second-step merger under Section 251(h) of the DGCL, with no stockholder vote required. Pacira's board unanimously recommends the offer, and the deal is expected to close by end of 2026, subject to regulatory approval and tender of a majority of shares.
Key Financial Metrics
Key Facts
- Viatris to acquire all outstanding PCRX shares for $36.50/share in cash, aggregate equity value of $1.65 billion
- Pacira generated ~$746M total revenue and ~$177M adjusted EBITDA in LTM ended June 30, 2026
- Pacira brings two marketed, patent-protected products: EXPAREL (bupivacaine liposome) and ZILRETTA (triamcinolone acetonide ER)
- Transaction unanimously approved by both boards; Pacira board recommends tender
- Deal expected to close by end of 2026, subject to HSR waiting period expiration and majority tender condition
- Termination fee of $62M payable by Pacira under certain circumstances (e.g., superior proposal)
- Offer not subject to financing condition; Viatris to fund primarily from excess cash and short-term borrowings
- Viatris expects deal to be immediately accretive to its financial guidance metrics
Financial Impact
Viatris to pay $36.50 per share in cash for all outstanding PCRX shares, aggregate equity value of $1.65 billion. Pacira generated ~$746M revenue and ~$177M adjusted EBITDA in LTM ended June 30, 2026.
Risk Factors
- HSR antitrust review could delay or block the transaction
- Competing acquisition proposal could emerge during the solicitation period
- Failure to achieve minimum tender condition (majority of shares)
- Integration risks and potential sales erosion from generic competition post-patent expiry
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC TO-C Filing (Primary) | 0001140361-26-039025 |
| Document: ef20083514_ex99-1.htm | 0001140361-26-039025 |
| Document: ef20083514_sctoc.htm | 0001140361-26-039025 |
| Document: ef20083514_ex99-2.htm | 0001140361-26-039025 |
| Document: 0001140361-26-039025-index-headers.html | 0001140361-26-039025 |
| Document: 0001140361-26-039025-index.html | 0001140361-26-039025 |
| Document: 0001140361-26-039025.txt | 0001140361-26-039025 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 13, 2026 15d ago | SC 13D/A | $36.40 | awaiting T+20 | awaiting T+20 | $36.38 (+0.05%) |
Oct 8, 2026 20d ago | SC TO-C | $36.31 | awaiting T+20 | awaiting T+20 | $36.38 (+0.19%) |
Oct 8, 2026 21d ago | 144 | $36.39 | awaiting T+20 | awaiting T+20 | $36.38 (−0.03%) |
Oct 8, 2026 21d ago | 8-K | $36.39 | awaiting T+20 | awaiting T+20 | $36.38 (−0.03%) |
Oct 8, 2026 21d ago | SC TO-C | $36.39 | awaiting T+20 | awaiting T+20 | $36.38 (−0.03%) |
Aug 6, 2026 12w ago | Press Release | $25.58 $26.60 | ▲ +3.99% | ▲ +3.39% | $36.38 (+42.22%) |
Jul 22, 2026 14w ago | Press Release | $25.59 $24.36 | ▼ −4.81% | ▼ −7.70% | $36.38 (+42.16%) |
Jun 30, 2026 17w ago | 8-K | $25.37 $26.47 | ▲ +4.34% | ▲ +5.36% | $36.38 (+43.40%) |
Jun 12, 2026 19w ago | Insider Cluster | $22.74 $25.54 | ▲ +12.31% | ▲ +13.06% | $36.38 (+59.98%) |
Jun 4, 2026 20w ago | DEFA14A | $22.75 $25.59 | ▲ +12.48% | ▲ +10.62% | $36.38 (+59.91%) |
US Market Status
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