Viatris Inc

Current report

We may not complete the proposed acquisition of Pacira within the timeframe we anticipate or at all and, if completed, we may not realize the anticipated benefits, synergies and operating efficiencies of the proposed acquisition.

Current report

The completion of the acquisition of Pacira is subject to a number of conditions, including (i) that there have been validly tendered (and not validly withdrawn) prior to the expiration of the Pacira Offer a number of Pacira Shares that, together with the number of Pacira Shares then owned by us, if any, would represent at least one Pacira Share more than 50% of the total number of Pacira Shares then issued and outstanding, (ii) the accuracy of the representations and warranties of Pacira contained in the Pacira Merger Agreement, subject to customary materiality thresholds and qualifications, (iii) Pacira’s compliance with, or performance of, in all material respects, its covenants and agreements required to be complied with or performed by it under the Pacira Merger Agreement at or prior to the time of acceptance for payment of Pacira Shares validly tendered and not validly withdrawn, (iv) the expiration or termination of the waiting period (or any extension thereof) applicable to the Pacira Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (v) the absence of any legal restraint that prohibits or makes illegal the consummation of the Pacira Offer or the Pacira Merger and (vi) other customary conditions set forth in the Pacira Merger Agreement. No assurance can be given that a sufficient number of Pacira Shares will be tendered or that the other required conditions to closing will be satisfied, or when such conditions may be satisfied. The failure to satisfy all of the required conditions could delay the completion of the acquisition for a significant period of time or prevent it from occurring at all. In addition, the Pacira workforce is expected to provide U.S. innovative commercial, market access, medical affairs and global R&D capabilities that are highly complementary to our existing infrastructure and portfolio. Any delay in completing the acquisition or, following its completion, any underperformance of the acquired business relative to our expectations, our inability to successfully integrate the acquired business or our inability to retain the talent necessary to provide expected capabilities could cause us not to realize some or all of the anticipated benefits, synergies and operating efficiencies of the acquisition or cause us to realize them on a different timeline than expected. The occurrence of any one or more of the above risks could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares, and/or stock price.