Viatris to acquire Pacira for $36.50 a share, a 45% premium and about 10 times EBITDA

Viatris has agreed to acquire Pacira BioSciences for $36.50 a share in cash, an equity value of $1.65 billion, the two companies said Thursday in a joint release filed with the SEC. The Wall Street Journal and Reuters also reported the deal. Pacira sells two injectable pain medicines, Exparel for pain after surgery and Zilretta for osteoarthritis knee pain. Viatris is positioning the purchase as a push into non-opioid pain treatment.

The price, measured

Pacira closed Wednesday at $25.20, according to Nasdaq data. The $36.50 offer is a premium of about 45% to that close. Pacira's 52-week range, per Nasdaq, was $18.80 to $27.66, so the offer sits more than $8 above the highest price the stock reached in the past year.

The release says Pacira generated about $746 million of revenue and about $177 million of adjusted EBITDA in the 12 months ended June 30. Pacira's second-quarter 10-Q shows $363 million of long-term debt and $206 million of cash at June 30, or about $157 million net. Adding that to the equity price gives an enterprise value of roughly $1.81 billion:

• EV to revenue: $1.81 billion / $746 million, about 2.4 times.
• EV to adjusted EBITDA: $1.81 billion / $177 million, about 10.2 times.
• EBITDA margin: $177 million / $746 million, about 24%.

These are our figures, built from the company's numbers and June balance sheet data, not a number either company gave. Adjusted EBITDA is a company-defined measure, and debt could have moved since June 30.

What the stock market is saying

At 1:51 PM ET, Pacira traded at $36.295, up 44% on the day. That is 20.5 cents under the offer, a gap of about 0.6%. A spread that thin says traders see little risk the deal fails. It is a tender offer: Viatris will ask shareholders to tender their shares, then complete a second-step merger for the same price. Closing needs a majority of shares tendered and the expiry of the regulatory waiting period, and the companies expect it by the end of 2026.

Viatris fell 1.3% to $17.255 at the same time. Its market value is about $19.8 billion, so the deal is roughly 8% of the company. Its interim CFO said in the release that Viatris expects to fund it mainly from excess cash with the remainder from short-term borrowings, with minimal impact on its gross leverage ratio. Viatris says the deal should be immediately accretive to its financial guidance metrics. Both are the company's statements, not our estimates.

Why this one matters beyond the two tickers

The release says Viatris plans to use its experience in extending product lifecycles and sustaining sales "after the entry of competition." Read that as a statement about patent runway: Viatris is paying about 10 times EBITDA for products whose value depends on how long they stay protected. Anyone following the company should read it next to our earlier piece on Viatris's patent fight with Novo over Wegovy, since both stories turn on how long branded-drug protection lasts.

The next date to watch is November 5, when Viatris reports third-quarter results and will discuss the deal on a call. The tender offer documents, once filed with the SEC, will carry the details the press release leaves out, such as the break-up fees and the conditions.

Sources: Viatris and Pacira joint press release and Forms 8-K (Viatris, Pacira) on SEC EDGAR; Pacira 10-Q; Nasdaq market data as of 1:51 PM ET on Oct. 8, 2026; The Wall Street Journal; Reuters. Prices may be delayed. This is market information, not investment advice.