Pacira BioSciences: agrees to be acquired by Viatris at $36.50 per share

What happened

• On Oct 8, 2026, Pacira BioSciences, Inc. reported that it entered into an Agreement and Plan of Merger with Viatris Inc. and Peach Purchaser Sub Inc.
• Purchaser will commence a cash tender offer to acquire all outstanding common shares at $36.50 per share, to begin promptly but in no event more than 15 business days after the date of the Merger Agreement.
• After the Offer and subject to satisfaction or waiver of certain conditions, Purchaser will merge with and into Pacira under Section 251(h) of the Delaware General Corporation Law, with no shareholder vote required.

Key details

• Offer price: $36.50 per share in cash, net of applicable withholding taxes and without interest.
• Offer conditions include that validly tendered shares plus shares owned by Purchaser and its affiliates must equal at least one Share more than 50% of the total at offer expiration, and applicable Hart-Scott-Rodino waiting periods or timing agreements must have expired or been terminated.
• Equity treatment: outstanding Company options, PSUs, RSUs and cash-based awards will be canceled and converted into cash payments based on the Offer Price; in-the-money options receive cash equal to (shares subject) × (Offer Price − exercise price); options with an exercise price greater than or equal to the Offer Price will be canceled with no payment.
• Termination fee: the Merger Agreement provides for a termination fee of $62,000,000 payable by the Company in specified circumstances, including accepting a Superior Offer.
• Company board action: the Pacira board unanimously determined the Merger Agreement is fair, approved the agreement and resolved to recommend that stockholders tender their shares.
• Item 7.01 disclosure: Pacira and Viatris issued a joint press release announcing the Merger Agreement (filed as Exhibit 99.1).

Why it may matter

• This Form 8-K reports Item 1.01 (entry into a material definitive agreement) covering the Merger Agreement, the cash tender offer and the planned merger, and Item 7.01 (Regulation FD disclosure) covering the joint press release.
• The filing includes customary representations, warranties, covenants and closing conditions and notes certain exhibits and schedules were omitted from the public filing.
• The filing does not show why the company acted or why any insider may have traded.