Global healthcare company Viatris has agreed to acquire Pacira BioSciences for $1.65 billion in an all-cash deal, strengthening its position in the growing non-opioid pain treatment market.
Under the definitive agreement, Viatris will pay $36.50 per share for all outstanding shares of Pacira, a company specialising in innovative non-opioid pain therapies. The transaction is expected to close by the end of 2026, subject to customary closing conditions and regulatory requirements.
The acquisition will give Viatris control of two established, patent-protected U.S. medicines: EXPAREL, used for postsurgical pain management, and ZILRETTA, indicated for osteoarthritis-related knee pain.
Pacira generated approximately $746 million in revenue and $177 million in adjusted EBITDA during the 12 months ended June 30, 2026, making the deal a significant addition to Viatris’ portfolio.
Viatris plans to use its global infrastructure to expand the reach of both products into selected international markets. It also expects to leverage its expertise in intellectual property and product lifecycle management to maximise the portfolio’s long-term commercial value.
The deal marks a major step in Viatris’ strategy to expand its innovative medicines business and build a stronger presence in non-opioid pain management, where demand for alternatives to opioid-based treatments remains an important focus for patients and healthcare providers.
"The pending acquisition of Pacira BioSciences is an important step in advancing our strategy to build our innovative medicines business," said Scott A Smith, CEO, Viatris.
"The addition of EXPAREL, for acute postsurgical pain, and ZILRETTA, for osteoarthritis knee pain, are synergistic with our fast-acting meloxicam market opportunity and position us as a leader in non-opioid pain management therapies, an area where patients and healthcare providers continue to seek more treatment options.
"Pacira also brings Viatris additional US innovative commercial, market access, medical affairs and global R&D capabilities that are highly complementary to our existing infrastructure and portfolio. This transaction accelerates our path to sustained revenue and earnings growth and adds an innovative development pipeline in certain high-value, specialty-driven therapeutic areas with a high unmet need."
Beyond the two marketed medicines, the acquisition will expand Viatris’ U.S. commercial, market access and medical affairs operations, while adding global research and development capabilities and a pipeline of potential treatments for areas with significant unmet medical needs.
The combined portfolio is also expected to complement Viatris’ opportunity in fast-acting meloxicam, creating potential commercial synergies across its pain management business.
Viatris expects the transaction to be immediately accretive to its financial guidance metrics. The company plans to finance the acquisition primarily through excess cash, with the remainder covered by short-term borrowings.
"The proposed transaction is expected to be immediately accretive to our financial guidance metrics," said Paul Campbell, Interim CFO, Chief Accounting Officer & Corporate Controller, Viatris.
"Importantly, we expect to fund the transaction primarily from excess cash with the remainder from short-term borrowings. As such, we expect the transaction will have minimal impact on our gross leverage ratio. We believe the transaction is consistent with our disciplined and balanced approach to capital allocation, preserves our financial flexibility and provides opportunities to create additional value through both cost and revenue synergies."
The company expects the acquisition to preserve financial flexibility while creating opportunities to generate additional value through cost savings and increased revenue.
Pacira’s leadership said the deal would provide the business with greater resources and global reach to expand access to its therapies.
"Our mission from the start has been to deliver innovative, non-opioid pain therapies to transform the lives of patients. Pacira has helped reshape pain management by advancing awareness, expanding patient access and driving the adoption of opioid-sparing therapies," said Frank D Lee, CEO, Pacira BioSciences.
"I am immensely proud of what our team has accomplished, from building a leading commercial portfolio that has helped nearly 20 million patients access non-opioid pain management, to advancing our 5x30 strategy and expanding our innovative pipeline. As we enter this next chapter, we are confident that Viatris' shared vision, substantial resources, and global scale will accelerate the impact of our mission and help bring our transformative therapies to even more patients."
Under the agreement, Viatris will launch a tender offer to acquire Pacira’s outstanding common shares at $36.50 per share in cash. Any shares not tendered will be acquired through a subsequent merger for the same consideration.
The boards of both companies have unanimously approved the transaction. Pacira’s board has also unanimously recommended that shareholders tender their shares.
Completion remains subject to customary closing conditions, including the tender of a majority of Pacira’s outstanding shares and the expiration of the applicable regulatory waiting period.
Once the deal closes, Pacira will become a wholly owned subsidiary of Viatris, and its common stock will be delisted from the Nasdaq Global Select Market.
