Pacira BioSciences agrees to Viatris merger deal

Pacira BioSciences Inc. S Securities and Exchange Commission on October 08, 2026. , a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser"). 50 per Share in cash, net of applicable withholding taxes and without interest (the "Offer Price").

The obligation of Purchaser to purchase Shares tendered in the Offer is subject to the conditions set forth in the Merger Agreement, including, but not limited to, that the (i) number of Shares validly tendered in accordance with the terms of the Offer and not validly withdrawn (but excluding Shares tendered pursuant to guaranteed delivery procedures that have not been "received", as defined by Section 251(h)(6)(f) of the Delaware General Corporation Law (the "DGCL")), when considered together with all other Shares owned by Purchaser and its affiliates, would represent at least one Share more than 50% of the total number of Shares at the time of the expiration of the Offer and (ii) waiting period (or any extension thereof) applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder having expired or been terminated, and any timing agreement with any governmental body applicable to the Offer or the Merger (as defined below) having expired or otherwise ceased to restrict the consummation of the Offer and the Merger.

Following the completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"). Purchaser will effect the Merger after consummation of the Offer pursuant to Section 251(h) of the DGCL, with no shareholder vote required to consummate the Merger.

At the effective time of the Merger (the "Effective Time"), the Shares then issued and outstanding (other than Shares held (i) by the Company or its subsidiaries (including Shares held in the Company's treasury), (ii) by Parent, Purchaser, any other direct or indirect wholly owned subsidiary of Parent, or (iii) by stockholders of the Company who have properly exercised and perfected their statutory rights of appraisal under the DGCL) will each be converted into the right to receive the Offer Price, upon the terms and subject to the conditions set forth in the Merger Agreement.

Each of the Company and Parent has agreed to make an appropriate filing of all Notification and Report forms as required by the HSR Act with respect to the transactions contemplated by the Merger Agreement promptly, and in any event within 15 business days, after the date of the Merger Agreement.

Each option to purchase shares of common stock of the Company (a "Company Option") that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall be canceled at the Effective Time and converted into the right to receive an amount in cash equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (A) the Offer Price minus (B) the exercise price payable per Share under such Company Option; provided, that any Company Option that has an exercise price per Share that is greater than or equal to the Offer Price shall be canceled at the Effective Time without any consideration payable (whether in the form of cash or otherwise) therefor, whether before or after the Effective Time.

Each performance share unit award (a "Company PSU") that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall be canceled at the Effective Time and converted into the right to receive an amount in cash equal to the product of (i) the total number of Shares issuable in settlement of such Company PSU, as determined in accordance with the applicable Company PSU award agreement, multiplied by (ii) the Offer Price.

Each restricted stock unit award (a "Company RSU") that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall be canceled at the Effective Time and converted into the right to receive an amount in cash equal to the product of (i) the total number of Shares issuable in settlement of such Company RSU, multiplied by (ii) the Offer Price.

Each cash-based award granted pursuant to the Company's cash-based long-term incentive plan (a "Company LTIP Award") that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall be canceled at the Effective Time and converted into the right to receive cash in an amount as determined by the board of directors of the Company (the "Company Board") (or the appropriate committee thereof) prior to the Effective Time in accordance with the terms of the plan.

Each restricted cash award (a "Company Restricted Cash Award") that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall be canceled at the Effective Time and converted into the right to receive an amount of cash equal to the sum of (i) any portion of the Company Restricted Cash Award that is vested, but remains unpaid, as of the Effective Time and (ii) the amount of Unvested Cash (as defined under the applicable Company Restricted Cash Award agreement) with respect to the Company Restricted Cash Award (as determined by the Company or any of its subsidiaries, as applicable).

Payment of any amounts payable with respect to Company Options, Company PSUs, Company RSUs, Company LTIP Awards and Company Restricted Cash Awards will be made as soon as reasonably practicable after the Effective Time and subject to applicable tax withholdings. The Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature.

From the date of the Merger Agreement until the earlier of the time at which the Purchaser accepts for payment Shares validly tendered (and not validly withdrawn) pursuant to the Offer and the termination of the Merger Agreement, the Company has agreed, subject to certain exceptions, to conduct in all material respects its business and operations in the ordinary course of business consistent with past practice and has agreed to certain other customary operating covenants, as set forth more fully in the Merger Agreement.

The Company has also agreed not to directly or indirectly (i) solicit, initiate, seek or knowingly facilitate, assist or encourage (including by way of furnishing non-public information) the making of an Acquisition Proposal (as defined in the Merger Agreement) or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, (ii) engage in or otherwise participate in any discussions or negotiations regarding, or furnish to any other person (other than Parent and its affiliates and its and their representatives) any non-public information relating to, or provide access to the business, properties, assets, books, records or personnel of, any of the Company or its subsidiaries, in any such case, in connection with, or for the purpose of soliciting, initiating, seeking, knowingly facilitating, assisting or encouraging, an Acquisition Proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or (iii) adopt, approve or enter into any letter of intent, acquisition agreement, agreement in principle or other contract with respect to an Acquisition Proposal.

Notwithstanding these restrictions, the Company or any of its representatives may under certain circumstances provide, pursuant to an acceptable confidentiality agreement, information to and engage in or otherwise participate in discussions or negotiations with third parties with respect to an unsolicited, bona fide written Acquisition Proposal that the Company Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, (i) constitutes or would reasonably be expected to lead to a Superior Offer (as defined in the Merger Agreement) and (ii) the failure to take certain actions in connection therewith would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable law.

0 million (the "Termination Fee"). Any such termination of the Merger Agreement by the Company in connection with a Superior Offer is subject to certain conditions, including the Company's compliance with certain procedures set forth in the Merger Agreement, a determination by the Company Board that the failure to take such action would reasonably be expected to be inconsistent with the Company Board's fiduciary duties to the Company's stockholders under applicable law and the payment of the Termination Fee by the Company. (MORE TO FOLLOW) Dow Jones Newswires October 08, 2026 09:25 ET (13:25 GMT) Copyright (c) 2026 Dow Jones & Company, Inc.

The statements in this document shall not be considered as an objective or independent explanation of the matters. Please note that this document (a) has not been prepared in accordance with legal requirements designed to promote the independence of investment research, and (b) is not subject to any prohibition on dealing ahead of the dissemination or publication of investment research.