Exhibit (a)(1)(D)
Offer to Purchase
All Outstanding Shares of Common Stock
of
PACIRA BIOSCIENCES, INC.
at
$36.50 per share, net in cash, pursuant to the Offer to Purchase, dated October 30, 2026
by
PEACH PURCHASER SUB INC.
a wholly owned subsidiary of
VIATRIS INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY,
EASTERN TIME, ON NOVEMBER 16, 2026 (ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON NOVEMBER 16, 2026), UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.
October 30, 2026
To Brokers, Dealers, Banks, Trust Companies and other Nominees:
Peach Purchaser Sub Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Viatris Inc., a Delaware corporation (“Viatris”), and Viatris have appointed Innisfree M&A Incorporated to act as the information agent (the “Information Agent”) in connection with Purchaser’s offer to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Pacira BioSciences, Inc., a Delaware corporation (“Pacira”), at a price of $36.50 per Share, in cash, net of applicable withholding taxes and without interest (such amount, or any higher amount per Share paid pursuant to the Offer, the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of October 30, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.
THE BOARD OF DIRECTORS OF PACIRA UNANIMOUSLY RECOMMENDS THAT PACIRA STOCKHOLDERS TENDER ALL OF THEIR SHARES PURSUANT TO THE OFFER.
We urge you to contact your clients promptly. Please note that the Offer and any withdrawal rights will expire at the end of the day, Eastern Time, on November 16, 2026 (one minute after 11:59 p.m., Eastern Time, on November 16, 2026) (the “Expiration Date”), unless the Offer is extended pursuant to and in accordance with the Merger Agreement (as defined below) (in which event the “Expiration Date” will mean the latest time and date at which the Offer, as so extended by Purchaser, will expire).
For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, enclosed herewith are copies of the following documents:
1. | Offer to Purchase, dated as of October 30, 2026; |
2. | Letter of Transmittal, including Internal Revenue Service Form W-9 or Form W-8, as applicable, to be used by the stockholders of Pacira in accepting the Offer and tendering the Shares; |
3. | Pacira’s Solicitation/Recommendation statement on Schedule 14D-9; |
4. | A printed form of letter that may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of a nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; |
5. | Notice of guaranteed delivery to be used to accept the Offer if certificates representing the Shares and all other required documents cannot be delivered to Equiniti Trust Company, LLC, which is acting as the depositary and paying agent for the Offer (the “Depositary”), prior to the Expiration Date, if the procedure for delivery by book-entry transfer cannot be completed prior to the Expiration Date, or if time will not permit all required documents to reach the Depositary prior to the Expiration Date; and |
6. | Return envelope addressed by mail to: Equiniti Trust Company, LLC, 1110 Centre Pointe Curve Suite # 101, Attn: Onbase-Reorganization Department, Mendota Heights, MN 55120. |