Viatris Opens Its $36.50-a-Share Tender for Pacira, Setting a Nov. 16 Deadline for the Non-Opioid Pain Deal

The clock is now running on one of the fall’s notable specialty-pharma takeovers. Viatris formally launched its all-cash tender offer for Pacira BioSciences on Friday, Oct. 30, offering $36.50 for every Pacira share and setting an expiration just after midnight Eastern time at the end of Nov. 16.

The offer puts into motion a merger agreement the two companies signed on Oct. 8. At $36.50 a share, the deal values Pacira at about $1.65 billion, according to Reuters and BioPharma Dive, and represents a premium of roughly 45% to Pacira’s closing price the day before the agreement was announced. If enough shareholders tender, Viatris will absorb the maker of two non-opioid pain treatments, Exparel and Zilretta, and pull another branded specialty business into a company best known for generics.

The tender terms

• Price: $36.50 per share in cash, without interest and less applicable withholding taxes, according to Viatris.
• Deadline: One minute after 11:59 p.m. Eastern time on Nov. 16, 2026, unless extended or terminated.
• Minimum condition: More than 50% of Pacira’s outstanding shares must be validly tendered and not withdrawn.
• Other conditions: Expiration or termination of the Hart-Scott-Rodino antitrust waiting period and no legal order blocking the deal. There is no financing condition.
• Board position: Pacira’s board unanimously recommends that shareholders tender, according to the company’s Schedule 14D-9 filed Oct. 30.
• Second step: Once the offer closes, Viatris plans to complete a merger under Section 251(h) of Delaware law, which requires no separate shareholder vote. Pacira would then become a wholly owned Viatris subsidiary.

What Viatris is buying

Pacira’s business rests on two products that reformulate older, non-opioid drugs. Exparel, a long-acting form of the local anesthetic bupivacaine, is used to control pain after surgery. Zilretta, an extended-release form of the steroid triamcinolone, treats knee pain from osteoarthritis. Reuters reported that Exparel generated $575.1 million in net product sales in 2025 and Zilretta $116.6 million. BioPharma Dive put their combined 2025 sales at $692 million, up about 4% from 2024.

Viatris has said it plans to take both products into select international markets. It also sees a fit with its own pain portfolio, which includes Celebrex and Relpax, and with a fast-acting form of meloxicam now under Food and Drug Administration review. The FDA’s decision on that drug is due by Dec. 27, both outlets reported. Viatris will fund the purchase mostly with cash on hand, with the rest from short-term borrowing, and expects minimal impact on its leverage, according to Reuters.

The clock on exclusivity

Any buyer of Pacira is buying a defined runway. Generic versions of Exparel are likely to arrive around early 2030 under patent settlements with Fresenius Kabi and a unit of Hengrui Pharma, BioPharma Dive reported, while Zilretta’s patents run to 2031. Manufacturing patents listed for Exparel extend to 2044, though two other manufacturers are challenging them. Viatris has said it will apply its intellectual-property experience to extend the products’ commercial lives.

Wall Street’s initial read was that Viatris paid up. Oppenheimer analyst Les Sulewski called the premium a “full price,” Reuters reported. Leerink Partners’ Daniel Clark told BioPharma Dive the deal would be “immediately accretive” to revenue, while noting that hospital formularies have limited Exparel’s growth. Exparel recently gained coverage from UnitedHealth, BioPharma Dive reported.

Paxton-Digital’s Take

Paxton-Digital reads the Pacira deal as part of a broader shift in how mid-sized drugmakers are spending. Rather than betting on early-stage pipelines, buyers like Viatris are paying for approved, revenue-producing products with known patent horizons and room to grow through wider distribution. The premium is steep, but the buyer is acquiring roughly $700 million in annual sales, a ready-made hospital sales channel and a pain franchise that pairs with its own late-stage product.

Paxton-Digital also sees the deal as a test of the non-opioid pain market. Hospitals have long weighed the cost of products like Exparel against cheaper alternatives, and broader insurer coverage could change that math. With generic competition expected around the turn of the decade, Viatris has a limited window to prove that its international reach and lifecycle strategy can outpace the erosion. The tender itself is the near-term milestone: with a unanimous board recommendation and no financing condition, the main remaining hurdle is antitrust clearance.

What it means for you

• Pacira shareholders should review the Offer to Purchase and Schedule 14D-9 and decide before the Nov. 16 deadline; brokers often set earlier internal cutoffs.
• Surgeons and hospital buyers should expect continuity of supply; neither company has announced changes to how Exparel or Zilretta are sold in the U.S.
• Patients may see more access to non-opioid options after surgery if Viatris expands distribution and insurer coverage widens.
• Dealmakers can read the 45% premium as a benchmark for approved specialty products with about five years of exclusivity left.

Discussion

1. Is a 45% premium justified for products facing generic competition around 2030?
2. Will broader insurer coverage make hospitals more willing to use branded non-opioid pain treatments?
3. Should more generic-focused drugmakers buy approved specialty brands rather than build pipelines?