Form 8-K · Current report
Viatris 8-K, filed Oct 8, 2026
- Filed
- CIK
- 0001792044
- Accession no.
- 0001140361-26-039024
Summary
Viatris agreed to acquire Pacira BioSciences for $36.50 per share in cash through a tender offer by Viatris's wholly owned subsidiary Peach Purchaser Sub Inc., to be followed by a merger in which Pacira becomes a wholly owned Viatris subsidiary. Pacira's board unanimously approved the agreement, determined it fair to and in the best interests of Pacira and its stockholders, and recommended that stockholders tender their shares.
Key points
- The tender offer price is $36.50 per share in cash, and the offer will remain open for 10 business days, subject to extension under certain circumstances.
- Consummation of the offer is not subject to a financing condition.
- The merger is contemplated to be effected under Section 251(h) of the Delaware General Corporation Law, with no stockholder vote required.
- Closing conditions include expiration or termination of the HSR Act waiting period, a majority-of-outstanding-shares minimum condition, accuracy of Pacira's representations, and the absence of legal restraint; the minimum condition cannot be waived without Pacira's consent.
- Pacira would owe Viatris a $62 million termination fee under specified circumstances, including entry into a definitive agreement for a superior offer or the Pacira Board withdrawing its recommendation; the agreement may be terminated if the offer is not consummated by April 8, 2027, with one automatic extension to July 8, 2027 for antitrust-related conditions.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 1.01Entry into a Material Definitive Agreement
- 8.01Other Events
- 9.01Financial Statements and Exhibits
From the filing
Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On October 8, 2026, Viatris Inc., a Delaware corporation (“Viatris”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pacira BioSciences, Inc., a Delaware corporation (“Pacira”), and Peach Purchaser Sub Inc., a Delaware corporation and a wholly owned subsidiary of Viatris (“Purchaser”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Purchaser will commence a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock, par value $0.001 per share, of Pacira (the “Shares”) for $36.50 per Share, in cash, net of…
An excerpt of the text as filed with the SEC, cut for length.
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