Viatris to Acquire Pacira BioSciences in All-Cash Tender Offer at $36.50 Per Share

Summary of Material Definitive Agreement

On October 8, 2026, Viatris Inc. entered into a definitive Agreement and Plan of Merger with Pacira BioSciences, Inc. and Peach Purchaser Sub Inc., a wholly owned subsidiary of Viatris.

Transaction Details & Structure

• Tender Offer Price: Purchaser will commence a tender offer to acquire all outstanding shares of Pacira common stock at $36.50 per share in cash, net of applicable withholding taxes and without interest.
• Merger Mechanism: Following completion of the tender offer, Purchaser will merge with and into Pacira pursuant to Section 251(h) of the Delaware General Corporation Law (DGCL), eliminating the need for a Pacira stockholder vote.
• Conditions to Close:
  • Minimum condition requiring valid tender of more than 50% of outstanding Pacira shares.
  • Regulatory clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act.
  • Not subject to any financing condition.
• Termination & Fees:
  • Initial outside date of April 8, 2027, extendable to July 8, 2027 if antitrust approvals are pending.
  • A termination fee of $62.0 million is payable by Pacira to Viatris under specified customary circumstances (e.g., acceptance of a superior proposal or adverse recommendation change).

Strategic Implications

This transaction represents a major business expansion for Viatris, deploying capital into specialized pharmaceuticals. The all-cash consideration and DGCL 251(h) two-step merger structure provide execution certainty and an accelerated path to closing, subject to customary antitrust regulatory clearances.