Pacira Agrees to $36.50-a-Share Cash Sale to Viatris
The non-opioid pain-therapy company said the merger is expected to close before the end of 2026, with a potential $62.0 million termination fee.
Pacira BioSciences, Inc. (PCRX) entered a merger agreement with Viatris Inc. on October 8, 2026, and a Viatris subsidiary commenced a cash tender offer on October 30 at $36.50 a share.
The company said the merger is expected to close before the end of calendar 2026, subject to customary conditions, including that tendered shares plus shares then owned by the purchaser and its affiliates represent at least one share more than 50% of shares then issued and outstanding when the offer expires. Section 251(h) of the Delaware General Corporation Law permits the merger to be completed without a shareholder vote upon the purchaser’s acquisition of a majority of voting power, subject to the agreement’s terms and conditions. Pacira would cease to be publicly traded. The agreement provides a potential termination fee of $62.0 million under certain circumstances.
The sale follows a July 2026 divestiture of iovera°, a handheld cryoanalgesia device, to Zimmer, Inc., a Zimmer Biomet Holdings subsidiary, for up to $140.0 million. Pacira received $73.6 million in cash after customary purchase price adjustments. iovera° was dropped from the commercial product portfolio, leaving EXPAREL and ZILRETTA as the remaining approved products.
In October 2026 the company also announced a strategic partnership with Molteni Farmaceutici to expand EXPAREL access in Europe. Molteni received exclusive rights to distribute and commercialize EXPAREL in certain licensed territories. Pacira received an upfront payment, a supply price and royalties on future commercial sales. Molteni plans sequential launches beginning with Italy, Germany, Austria and Poland, and to pursue approval in Switzerland. The first commercial sale is currently expected in 2027.
In September 2026 the U.S. Patent and Trademark Office issued Patent Nos. 12,728,094 and 12,728,095 related to EXPAREL, each expiring July 2, 2044. With those two patents, 23 EXPAREL patents are listed in the Orange Book, with expirations between January 2041 and July 2044.
In October 2026, PCRX-1001 qualified for the FDA’s Veterinary Innovation Program.
On tariffs, Pacira now said the estimated impact to 2026 financial results is not expected to be material, after previously saying it was unable to quantify the expected impact with specificity. The company continues to expect tariffs will have a negative impact on gross margins. EXPAREL and ZILRETTA are manufactured into finished dosage by a contract development and manufacturing organization in the United Kingdom, and active pharmaceutical ingredients for both products are sourced primarily from the European Union or Switzerland. A Section 232 proclamation issued April 2, 2026 imposes a default 100% tariff rate and country-specific rates, including a total rate of 15% for covered products of the E.U., Japan, South Korea, Switzerland and Liechtenstein.
ZILRETTA Phase 3 enrollment for OA pain of the shoulder concluded in April 2026. The company expects to report topline results before the end of 2026. If the study is successful, Pacira plans to seek approval to expand the ZILRETTA label to include OA pain of the shoulder.
PCRX-201, a locally administered gene therapy for knee OA from the company’s HCAd vector platform, was transitioned in July 2026 to a U.S.-based scalable commercial manufacturing process. Enrollment in Part A of the Phase 2 ASCEND study concluded in June 2026, with topline data expected by year-end. Screening for Part B is underway.
UnitedHealthcare began providing separate reimbursement for EXPAREL across outpatient settings in July 2026. Pacira said approximately 150 million covered lives in the U.S. now have access to separate reimbursement for EXPAREL, roughly half of all medically insured lives nationwide.
The company said it expects to continue investing in commercial resources to expand utilization of EXPAREL and ZILRETTA, advance regulatory activities, progress PCRX-201 and PCRX-2002, enhance manufacturing efficiencies and support legal matters.
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