Viatris to Buy Pacira BioSciences for $1.65 Billion in Non-Opioid Pain Push

Viatris, the generic-drug giant formed from the 2020 merger of Mylan and Pfizer's Upjohn unit, agreed on Thursday to acquire Pacira BioSciences, the maker of two branded non-opioid pain treatments, in a cash deal valuing the smaller company's equity at $1.65 billion. The agreement, disclosed in a joint statement filed with securities regulators, caps nearly a year of pressure from an activist investor that had pushed Pacira's board to put the company up for sale.

Under the terms, a Viatris subsidiary will pay Pacira shareholders $36.50 a share in cash through a tender offer, with any shares not tendered swept up afterward in a back-end merger at the same price. Both companies' boards approved the transaction unanimously, and Pacira's board is recommending that stockholders tender their shares.

A premium price for two niche drugs

The offer represents roughly a 45 percent premium over Pacira's closing price the day before the announcement, and the stock jumped to trade near the offer price in Thursday morning dealing, while Viatris shares slipped about 2 to 3 percent. The reaction is a familiar pattern in acquisitions paid for in cash at a fixed premium: the target's stock rises toward the offer price and the acquirer's dips on concerns about dilution, integration cost or debt.

What Viatris is buying is a narrow but profitable franchise. Pacira's two marketed products are EXPAREL, a long-acting local anesthetic used to manage pain after surgery, and ZILRETTA, an extended-release injection for knee osteoarthritis pain. EXPAREL generated $575.1 million in net product sales last year and ZILRETTA brought in $116.6 million, according to the companies. Over the twelve months ended June 30, Pacira reported roughly $746 million in total revenue and about $177 million in adjusted EBITDA. Viatris said it intends to fund the purchase mainly from cash on hand, with the remainder from short-term borrowing, and expects only a minimal effect on its leverage ratio.

The deal's legal architecture, detailed in the merger agreement filed with the Securities and Exchange Commission, uses a Delaware statute that allows the back-end merger to proceed without a separate shareholder vote once the tender offer succeeds. Pacira would owe Viatris a $62 million termination fee if it walks away for a superior offer or its board changes its recommendation.

A year of pressure from an activist investor

The sale follows an extended campaign by DOMA Perpetual Capital Management, which disclosed a 6.8 percent stake in Pacira and wrote to the board in November 2025 demanding it hire bankers and run a full sale process, citing what it called unrelenting underperformance and uncontrolled spending. Pacira rejected the approach that spring, defending its "5x30" growth strategy and nominating its own slate ahead of a June annual meeting, while two of DOMA's own board nominees wrote back accusing the company of dismissing them as unqualified. That fight played out over the details laid out in DOMA's original letter to the board, which also took aim at the cost of moving Pacira's corporate headquarters to Tampa, Florida, where the company's principal offices are now based alongside a larger research and manufacturing campus in San Diego.

For Viatris, the purchase extends a pivot that has been underway since its formation: using a large, steady generics business to fund a smaller but higher-margin portfolio of branded medicines. The company is still awaiting a Food and Drug Administration decision, expected by December 27, on its own experimental fast-acting meloxicam, a non-opioid treatment for moderate-to-severe acute pain whose new-drug application the agency accepted for review earlier this year. Executives described the Pacira purchase as complementary to that pipeline bet rather than a substitute for it.

What executives and analysts are saying

Viatris chief executive Scott A. Smith called the acquisition "an important step in advancing our strategy to build our innovative medicines business," and said the addition of EXPAREL and ZILRETTA was "synergistic with our fast-acting meloxicam market opportunity." Pacira's chief executive, Frank D. Lee, framed the sale as a validation of the smaller company's strategy rather than an admission of failure.

"Viatris' shared vision, substantial resources, and global scale will accelerate the impact of our mission," said Frank D. Lee, Pacira's chief executive.

Wall Street's early reaction was measured rather than enthusiastic. An Oppenheimer analyst covering the deal described the premium as "full price," according to a Reuters dispatch on the transaction, noting that the two companies' businesses have little antitrust overlap and that Pacira had been under sustained activist pressure since late 2025. The analyst's view was that Pacira's stock trading close to the $36.50 offer, rather than above it, signals that investors expect the deal to close as proposed and do not anticipate a rival bidder emerging to force a higher price.

What happens next

Completion depends on a majority of Pacira's outstanding shares being tendered and on the expiration of the waiting period under the Hart-Scott-Rodino antitrust act, conditions spelled out in the regulatory filing disclosing the agreement. Both companies are targeting a close by the end of 2026, and the agreement includes an outside date of April 8, 2027, with an automatic extension to July 8 if only antitrust-related conditions remain outstanding. Once the deal closes, Pacira's stock will be delisted from the Nasdaq Global Select Market and the company will operate as a wholly owned Viatris subsidiary.

Viatris said it expects the acquisition to be immediately accretive to its financial guidance and plans to address the transaction in more detail when it reports third-quarter earnings on November 5. For employees at Pacira's Tampa headquarters and its larger San Diego manufacturing and research operations, the standard uncertainties of an acquisition by a much larger company now begin: how much of the existing commercial and research organization Viatris retains, and whether EXPAREL and ZILRETTA are expanded into international markets, as Viatris has said it intends, or folded into existing sales structures. Patients and the hospitals and surgical centers that rely on both drugs are not expected to see any immediate change, since neither product's manufacturing or distribution is changing hands outside the corporate transaction itself.

Morgan Stanley and Centerview Partners advised Viatris on the transaction, with Cravath, Swaine & Moore serving as legal counsel. Goldman Sachs acted as Pacira's financial adviser, with Ashurst and Perkins Coie providing legal counsel.