Viatris will pay $36.50 a share in cash, about $1.65 billion, a 44.8% premium. Pacira's 2025 patent settlement licenses a volume-limited generic of its main product starting in early 2030.
Viatris is buying a non-opioid pain franchise with a clear runway. The length of that runway is already written into a legal agreement.
Viatris agreed Thursday to acquire Pacira BioSciences for $36.50 a share in cash through a tender offer, for an aggregate equity value of about $1.65 billion. The price is 44.8% above Pacira's Wednesday close. Pacira's board unanimously recommends that shareholders tender. The offer has no financing condition, requires a majority of shares to be tendered and needs antitrust clearance. Viatris expects to close by the end of 2026.
Pacira brings two marketed drugs, Exparel and Zilretta. Over the 12 months through June, the company generated about $746 million of revenue and about $177 million of adjusted Ebitda.
Patent protection
The companies describe both products as "established, high-margin, patent-protected, in-market U.S. products." Viatris also said it intends to apply its "proven ability to extend product lifecycles and sustain meaningful sales after the entry of competition."
That second phrase anticipates competition, and Pacira's own filings say when it begins. Under an April 2025 patent settlement, Fresenius Kabi is licensed to sell volume-limited generic Exparel in the U.S. starting on a confidential date in early 2030. Its allowed share begins at a high-single-digit percentage of U.S. volume, reaches the low thirties in 2033 and tops out in the high thirties for the final three years. Unlimited generic sales may begin no earlier than 2039. Pacira's last Orange Book patent on Exparel runs to July 2044, and it sued two newer generic applicants last November.
If the deal closes at the end of 2026, Viatris would have a little over three years before the first licensed generic arrives.
The concentration
Exparel dominates the business. Exparel sold $575.1 million in 2025 and Zilretta $116.6 million, so Exparel accounted for about 83% of the two products' combined sales.
At $1.65 billion, the equity value equals about 9.3 times Pacira's trailing adjusted Ebitda and about 2.2 times its revenue. Those figures are on an equity basis and do not account for Pacira's debt or cash.
Financing and fit
Viatris plans to pay "primarily from excess cash with the remainder from short-term borrowings," with "minimal impact" on its gross leverage, according to Interim Chief Financial Officer Paul Campbell, and expects the deal to be immediately accretive to its guidance metrics. Chief Executive Scott A. Smith said the drugs are "synergistic with our fast-acting meloxicam market opportunity." The Food and Drug Administration is expected to decide on that meloxicam product by Dec 27, 2026.
The deal equals about 8% of Viatris' market value. Pacira would owe a $62 million termination fee in specified circumstances, including a superior offer.
The reaction
Pacira traded at $36.29 in early afternoon, about 0.6% below the offer, a spread consistent with investors expecting the deal to close. Viatris fell about 1.8%, compared with a 1% decline in the health-care sector.
Two readings
One reading is that Viatris is buying a cash-generating branded franchise at a reasonable multiple, financed without stretching its balance sheet, with generic entry that is gradual, capped and years away.
Another reading is that Viatris is paying for a single-product revenue stream whose decline is already scheduled, while part of the strategic case rests on a drug the FDA has not yet approved.
The filings ahead
The tender offer must begin within 15 business days. Pacira's recommendation statement, filed with it, will include management's own projections for Exparel, a direct view of how the company expects sales to hold up under the generic schedule. The meloxicam decision by Dec 27, 2026 and Viatris' Nov 5, 2026 earnings call follow.