| Item 2.01 |
Completion of Acquisition or Disposition of Assets |
As previously disclosed, on July 28, 2025, DURECT Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger with Bausch Health Americas, Inc., a Delaware corporation (“Parent”), BHC Lyon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and solely for purposes of Section 6.10 thereof, Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, as amended by that Amendment No. 1 (“Amendment No. 1”) to the Agreement and Plan of Merger, dated as of August 8, 2025 (as amended, the “Merger Agreement”).
Pursuant to the terms and conditions of the Merger Agreement, on August 12, 2025, Merger Sub commenced a tender offer as subsequently amended and supplemented on August 26, 2025 (as amended and supplemented, the “Offer”) to acquire all of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Company Shares”), for (i) $1.75 per Company Share, to the holder of such Company Shares in cash, without interest thereon and less any applicable withholding tax (the “Cash Amount”), plus (ii) one non-tradeable contingent value right per Company Share (each, a “CVR”), representing the contractual right to receive the pro rata portion of two potential additional net sales milestone payments of up to $350 million in the aggregate (minus any amount assigned to option holders under the Retention Plan (as defined below), if such net sales milestones are achieved before the earlier of the 10 year anniversary of the first commercial sale in the United States and December 31, 2045, in accordance with the terms and subject to the conditions of a contingent value rights agreement (the “CVR Agreement”)) (the Cash Amount plus one CVR, collectively, the “Offer Consideration”).
The Offer and related withdrawal rights expired as scheduled at 5:00 p.m. New York City time, on September 10, 2025 (such date and time, the “Expiration Time”). Merger Sub was advised by Equiniti Trust Company, LLC, the depositary (in such role, the “Depositary Agent”) and paying agent (in such role, the “Paying Agent”) for the Offer, that, as of the Expiration Time, a total of 19,984,767 Company Shares had been validly tendered and not validly withdrawn pursuant to the offer, representing approximately 62% of the outstanding Company Shares as of the Expiration Time. As of the Expiration Time, the number of Company Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition (as defined in the Merger Agreement) and all other conditions to the Offer were satisfied. Promptly after the expiration of the Offer, Merger Sub accepted all Company Shares validly tendered and not validly withdrawn pursuant to the Offer and will promptly pay for all Company Shares accepted pursuant to the Offer. Parent completed the acquisition of the Company on September 11, 2025 (the “Closing Date”), by causing Merger Sub to merge with and into the Company (the “Merger”) without a vote of the Company’s stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). At the effective time of the Merger (the “Effective Time”), Merger Sub was merged with and into the Company, the separate existence of Merger Sub ceased and the Company continued as an indirect wholly owned subsidiary of Parent (the “Surviving Corporation”). At the Effective Time, each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares (i) owned at the commencement of the Offer and immediately prior to the Effective Time by Parent, Merger Sub or their subsidiaries, or the Company (or held in the Company’s treasury), (ii) irrevocably accepted for purchase pursuant to the Offer, or (iii) owned by any Company stockholder who is entitled to demand and has properly and validly demanded and perfected their statutory right of appraisal of such Company Shares in accordance with, and in compliance in all respects with, Section 262 of the DGCL (“Dissenting Company Shares”)) was automatically canceled and extinguished and converted into the right to receive the Offer Consideration (the “Merger Consideration”), without interest thereon and less any applicable withholding tax.
In addition, prior to the Closing Date each option to purchase shares outstanding under the Company’s 2000 Stock Plan, as amended (the “Company Stock Plan”) (each, a “Company Option”) with a per share exercise price that was less than the Cash Amount (an “In-the-Money Option”) was accelerated. With respect to the Company Shares received upon exercise of such accelerated Company stock options, all such Company Shares were treated identically with all other Company Shares in connection with the Offer.
At the Effective Time, each Company Option that was not an In-the-Money Option (an “Out-of-the-Money Option”), and that was unexercised immediately prior to the Effective Time, was canceled in connection with the Offer.
