Viatris Launches $36.50-a-Share Tender Offer for Pacira BioSciences
Viatris subsidiary Peach Purchaser Sub Inc. began a cash tender offer for all Pacira BioSciences shares at $36.50 each, per a Schedule TO-T filed October 30, 2026.
What happened
Viatris Inc., a Pennsylvania-based pharmaceutical company, filed a third-party tender offer statement on October 30, 2026, through its wholly owned subsidiary Peach Purchaser Sub Inc., 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 Delaware corporation based in Brisbane, California, that the filing describes as the subject company. Viatris told Pacira, and Pacira advised Viatris, that as of October 23, 2026, 39,957,678 Pacira shares were issued and outstanding, excluding 9,018,591 shares held in treasury.
The offer is tied to an Agreement and Plan of Merger dated October 8, 2026, among Pacira, Viatris and the purchaser subsidiary. The filing states the offer is not subject to a financing condition. Viatris shares closed at $19.175 on the event date, down 0.13% from the prior close of $19.20, according to the price data.
The filing
A Schedule TO-T is the document a buyer files with the SEC when it launches a tender offer for another public company's stock. Viatris checked the box for a third-party tender offer under Rule 14d-1 of the Securities Exchange Act of 1934, meaning the bidder is an outside party rather than the target company buying back its own shares.
The schedule incorporates most of the operative detail by reference to the Offer to Purchase dated the same day and the merger agreement, rather than restating it. The exhibits list includes the Offer to Purchase, a letter of transmittal for shareholders to use when tendering, broker and nominee letters, the October 8 joint press release and investor presentation, the merger agreement and a confidentiality agreement dated August 10, 2026 between Pacira and Viatris.
The filing also lists Pacira's other equity: 5,870,185 shares subject to outstanding stock options, 4,463,236 shares underlying restricted stock units, 198,257 performance share units at target and 495,641 at maximum, plus shares reserved under employee stock purchase and incentive plans. It notes 9,628,260 shares reserved for issuance upon conversion of Pacira's 2.125% Convertible Senior Notes due 2029.
What this means
A tender offer is a public invitation to shareholders to sell their stock at a stated price within a set window. The $36.50 here is that price, payable in cash. Because the buyer is a Viatris subsidiary and the target is Pacira, this is a third-party offer; a company buying back its own stock would file a different schedule.
The convertible notes mentioned in the filing are corporate bonds that can turn into Pacira stock. Their 2.125% is the annual interest rate paid on face value, and the noteholders' potential 9,628,260 shares would add to the share count if converted, which is why the filing discloses them alongside the ordinary shares.
In a typical two-step acquisition, the tender offer comes first and a merger follows to sweep up any shares not tendered. The filing says the offer is conditioned on the merger agreement, so the next observable step is the offer period described in the Offer to Purchase, which the schedule points to rather than summarizes. The filing does not state why Viatris is buying Pacira beyond referencing the October 8 press release and investor presentation; the strategic rationale is not spelled out in this document.
Sources
- SC TO-T filed 2026-10-30
- Daily price history
Information summarized by AI from the sources listed above. May contain errors — informational only, not investment advice.