Pacira Biosciences' (PCRX) proposed acquisition by Viatris (VTRS) is not likely to see a superior bid due to the merger agreement's no-shop provision and compressed tender offer timeline, RBC Capital Markets said in a Thursday note.

Viatris will launch a tender offer for all of Pacira's shares at $36.50 apiece within 15 business days, with the offer open for 10 business days initially, according to the note.

The agreement contains a no-solicitation provision, and while Pacira is allowed to engage with unsolicited superior offers, Viatris has four business days to match the offer, RBC analysts said. They added that the termination fee of $62 million, although manageable for a credible bidder, adds incremental friction.

Further, the analysts said a higher competing offer is unlikely due to the board's unanimous recommendation, the 45% premium to Pacira's share price, litigation risks with the Exparel product, and the all-cash offer that is not conditional on obtaining financing.

The most plausible rival bidders would be Johnson & Johnson (JNJ), which works with Pacira to co-promote Zilretta, and a large specialty pharmaceutical player, the analysts said.

RBC, which has a rating of sector-perform on Pacira's stock, raised its price target to $36.50 from $25 to reflect the offer price.

Price: 36.31, Change: -0.08, Percent Change: -0.22