Viatris Unit Launches $36.50-Per-Share Cash Tender Offer for Pacira

What happened

Peach Purchaser Sub Inc., a wholly owned subsidiary of Viatris Inc., filed a third-party tender offer statement with the SEC on October 30, 2026, offering to buy all outstanding shares of Pacira BioSciences, Inc. for $36.50 per share in cash, net of withholding taxes and without interest.

Pacira is a Brisbane, California-based pharmaceutical company. Viatris, headquartered in Canonsburg, Pennsylvania, is the parent of the purchasing subsidiary.

The offer follows an Agreement and Plan of Merger dated October 8, 2026 among Pacira, Viatris and the purchaser, which the filing attaches as an exhibit.

Pacira told Viatris that as of October 23, 2026 it had 39,957,678 shares issued and outstanding, excluding 9,018,591 shares held in treasury.

Pacira shares closed at $36.395 on the event date, up 0.01% from the prior close of $36.39, according to the price data.

The filing

The filing is a Schedule TO-T, the document a third party files when it launches a tender offer for another company's stock. The box for a third-party tender offer subject to Rule 14d-1 is checked.

The filing incorporates by reference the terms set out in the Offer to Purchase and Letter of Transmittal dated October 30, 2026, which are attached as exhibits.

Item 7 states that the offer is not subject to a financing condition.

The filing also lists outstanding equity awards and convertible notes: 5,870,185 shares issuable under options, 4,463,236 shares tied to restricted stock units, performance share units totaling 198,257 at target and 495,641 at maximum, and 9,628,260 shares reserved for conversion of Pacira's 2.125% Convertible Senior Notes due 2029.

The filing does not state in the text provided what prompted the transaction. It refers to a section titled "Background of the Offer" in the attached Offer to Purchase for that account.

What this means

A tender offer is a public invitation to shareholders to sell their shares at a stated price. In a third-party tender offer, the buyer is an outside company rather than the company itself. Here the buyer is Peach Purchaser Sub Inc., a shell subsidiary created by Viatris to hold the shares.

The $36.50 price is cash paid per share to each holder who tenders. Using the October 23 share count of 39,957,678, the offer covers all outstanding common stock, though the final cost depends on how many shares and equity awards are ultimately settled.

The structure is a two-step deal: the tender offer first, then a merger. The merger agreement, dated October 8 and incorporated into this filing, is the contract that sets the price and the conditions. The tender offer is the mechanism that lets shareholders sell before the merger closes.

A convertible note, such as Pacira's 2.125% notes due 2029, is a bond that can convert into stock under set terms. The 2.125% is the annual interest paid on face value. The filing notes 9,628,260 shares reserved for conversion, meaning the notes could become Pacira stock and interact with what Viatris pays for the equity.

The absence of a financing condition means Viatris is not telling shareholders its offer depends on raising the cash first. Offers often carry such a condition; this one does not.

Tender offers are subject to SEC rules on disclosure and timing. Shareholders receive the Offer to Purchase and a Letter of Transmittal, the form used to accept the offer. The filing does not state a closing date or the outcome; those depend on the conditions in the attached Offer to Purchase.