Pacira BioSciences to Be Acquired by Viatris for $36.50 a Share

What happened

Pacira BioSciences, Inc. (Nasdaq: PCRX) told regulators on October 8, 2026 that it signed an Agreement and Plan of Merger with Viatris Inc. and Viatris's wholly owned subsidiary Peach Purchaser Sub Inc., according to a Form 8-K filed that day with the Securities and Exchange Commission.

Under the agreement, the subsidiary will begin a cash tender offer within 15 business days of signing to buy all outstanding Pacira common stock at $36.50 a share, net of withholding taxes and without interest.

Pacira shares closed at $36.30 on the day of the filing, up 44.05% from the previous close of $25.20, according to the price data. Volume was 15,016,797 shares, about 25 times the average volume of 596,230.

The offer is conditioned on the purchaser receiving at least one share more than 50% of Pacira's total shares, and on the antitrust waiting period under the Hart-Scott-Rodino Act expiring or being terminated. If that threshold is met, the subsidiary merges into Pacira under Section 251(h) of the Delaware General Corporation Law, with Pacira surviving as a wholly owned Viatris subsidiary. No shareholder vote is required for that second step.

Pacira's board unanimously approved the deal, determined it is fair to and in the best interest of the company and its stockholders, and recommended that stockholders tender their shares. The agreement gives Pacira limited room to talk to other bidders about an unsolicited, bona fide written proposal that the board decides could lead to a superior offer, and requires Pacira to pay Viatris a $62.0 million termination fee in specified circumstances, including terminating to accept a superior offer.

What the company does

Pacira is a California-based biopharmaceutical company whose business is classified as pharmaceutical preparations. It is incorporated in Delaware and its common stock trades on the Nasdaq Global Select Market under the symbol PCRX.

The filings do not state why Viatris is buying the company or what it plans to do with it, and this article does not speculate on those points.

How employees' stock and awards are treated

The 8-K sets out how Pacira's outstanding stock options, performance share units, restricted stock units, cash-based long-term incentive awards and restricted cash awards are handled at the close of the merger.

Options, whether vested or unvested, are canceled and converted into the right to receive cash equal to the number of shares the option covers multiplied by the amount by which $36.50 exceeds the option's exercise price. An option whose exercise price is at or above $36.50 is canceled for no payment.

Performance share units and restricted stock units, whether vested or unvested, are canceled and converted into the right to receive cash equal to the number of shares they would settle in, multiplied by $36.50. Cash-based long-term incentive awards are canceled for a cash amount set by Pacira's board or its committee before the closing. Restricted cash awards pay out the vested but unpaid portion plus the unvested cash amount defined in the applicable award agreement. Payments are to be made as soon as reasonably practicable after the closing, subject to tax withholding.

What this means

A Form 8-K is a current report: the form companies file with the SEC when a significant event happens between quarterly reports. Item 1.01, which Pacira checked, covers entry into a material definitive agreement — here, the merger agreement. Item 7.01 is Regulation FD disclosure, the rule that stops companies from selectively revealing market-moving information; Pacira used it to furnish the joint press release as Exhibit 99.1. Item 9.01 covers the exhibits themselves.

A tender offer is a public invitation to all shareholders to sell their shares at a stated price, typically at a premium to the market price. The $36.50 cash price sits just above the $36.30 closing price on the day the deal was disclosed — the shares were already trading close to the offer because they now effectively move on the probability the deal closes rather than on Pacira's standalone business.

The two-step structure — tender offer, then a squeeze-out merger — is the standard route for a cash acquisition of a Delaware company under Section 251(h). Once the buyer holds a majority of the shares, that provision lets the merger be completed without calling a separate shareholder vote, which shortens the process. Delaware law also gives shareholders who do not tender formal appraisal rights, a court process for contesting the price; the 8-K notes that shares held by stockholders who perfect those rights are treated differently in the merger.

The Hart-Scott-Rodino Act is the federal antitrust pre-clearance law. Both companies agreed to file the required notification forms within 15 business days, and the offer cannot close until the HSR waiting period expires or is terminated. That antitrust condition, together with the majority-tender condition, is what stands between the signed agreement and the money reaching shareholders' accounts.

The $62.0 million termination fee is a break-up fee: if Pacira walks away to take a better offer, it owes Viatris that amount. The 8-K also carries a caution that the representations and warranties in the merger agreement were made for purposes of allocating risk between the parties and should not be read as current statements of fact about either company.

The 8-K says the press release announcing the agreement was issued on October 8, 2026, but does not state a closing date or any further timetable for the offer or the merger.