Exhibit (a)(1)(D)
Offer to Purchase
All Outstanding Shares of Common Stock of
BIODELIVERY SCIENCES INTERNATIONAL, INC.
at
$5.60 per share, in cash
Pursuant to the Offer to Purchase dated February 18, 2022 by
BRISTOL ACQUISITION COMPANY INC.,
a Wholly Owned subsidiary of
COLLEGIUM PHARMACEUTICAL, INC.
| | | THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY,
ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON MARCH 18, 2022,
UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. | | |
February 18, 2022
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been engaged by Bristol Acquisition Company Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of Collegium Pharmaceutical, Inc., a Virginia corporation (“Collegium”), to act as 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 BioDelivery Sciences International, Inc., a Delaware corporation (“BDSI”), in exchange for $5.60 per Share, in cash, subject to applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Offer to Purchase, dated February 18, 2022 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with the Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). 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 conditions of the Offer are described in Section 15 of the Offer to Purchase.
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, we are enclosing the following documents:
•
The Offer to Purchase;
•
The Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9) for your use in accepting the Offer and tendering Shares and for the information of your clients;
•
A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; and
•
A return envelope addressed to The Depository Trust Company (“DTC”) for your use only.
We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at the end of the day, one minute following 11:59 P.M., Eastern Time, on March 18, 2022, unless the Offer is extended or earlier terminated. We are not providing for guaranteed delivery procedures.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated February 14, 2022 (as it may be amended from time to time, the “Merger Agreement”), by and among Collegium, Purchaser and BDSI pursuant to which, after consummation of the Offer and provided that there are no legal restraints preventing or prohibiting the Merger, Purchaser will merge with and into BDSI pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with BDSI continuing as the surviving corporation and becoming a wholly owned subsidiary of Collegium (the “Merger”).
