Viatris Inc: agrees to acquire Pacira for $36.50 per share

What happened

• On Oct 8, 2026, Viatris Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") with Pacira BioSciences, Inc. and Peach Purchaser Sub Inc. Pursuant to the Merger Agreement, Purchaser will commence a tender offer to acquire all outstanding shares of Pacira for $36.50 per share in cash. The Offer will remain open for 10 business days, subject to extension, and, following the Offer, Purchaser will be merged with and into Pacira with Pacira continuing as a wholly owned subsidiary of Viatris.

Key details

• The obligation to accept and pay for Shares is subject to conditions including valid tenders (together with shares owned by Purchaser and its affiliates) representing at least one share more than 50% of Pacira’s outstanding common stock (the "Minimum Condition").
• The Offer is not subject to a financing condition; HSR filings will be made promptly and in any event within 15 business days after the date of the Merger Agreement.
• The Merger is expected to be effected under Section 251(h) of the DGCL, with no stockholder vote required. The Offer initially will be open for 10 business days and the agreement includes one automatic extension right to Jul 8, 2027 under specified conditions.
• The Merger Agreement contains customary representations, warranties, covenants and termination provisions, including a $62,000,000 termination fee payable by Pacira in specified circumstances.

Why it may matter

• This Form 8-K reports Item 1.01 (entry into a material definitive agreement) describing the Merger Agreement and the related tender offer, and Item 8.01 (other events) disclosing a joint press release and an investor presentation. The filing includes forward-looking statements and outlines key closing conditions and procedural steps for the Offer and Merger. The filing does not show why the company acted or why any insider traded.