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DURECT Corp. (ticker DRRX) has entered into a definitive Agreement and Plan of Merger dated 28 Jul 2025 with Bausch Health Americas, Inc. Under the agreement, wholly owned subsidiary BHC Lyon Merger Sub will launch a cash tender offer to acquire all outstanding DURECT common shares, followed by a back-end merger. This Schedule 14D-9C is only an early communication; the Schedule TO (offer documents) and full 14D-9 (board recommendation) have not yet been filed. Consequently, no per-share consideration, transaction value, or expected closing date is disclosed here. Completion is conditioned on minimum share tender, regulatory approvals and other customary provisions. The filing incorporates the company’s 8-K of 29 Jul 2025 and reiterates extensive forward-looking-statement cautions, highlighting risks such as potential termination, litigation, integration challenges and disruption to ongoing operations.
DURECT Corp. (DRRX) executed a definitive Agreement & Plan of Merger with Bausch Health Americas on 28-Jul-2025. A wholly-owned subsidiary of Bausch will launch a tender offer by 11-Aug-2025 to acquire all outstanding DRRX shares for $1.75 cash per share plus one non-tradable contingent value right (CVR). Each CVR entitles holders to share, pro rata, in two milestone cash payments of up to $350 million aggregate: $100 million upon ≥$500 million worldwide annual net sales of larsucosterol (Milestone #1) and $250 million upon ≥$1 billion (Milestone #2), in either case before the earlier of 10 years after first U.S. commercial sale or 31-Dec-2045.
The offer is conditioned on >50% of shares (on a fully diluted basis) being tendered, customary regulatory clearances and absence of a Company Material Adverse Effect; no financing condition applies. Following successful completion, a short-form merger under DGCL §251(h) will close, with DURECT surviving as a Bausch subsidiary and all untendered shares converted into the same consideration. The board unanimously approved the deal and recommends shareholders tender. The agreement contains non-solicitation covenants, a 3.5 million termination fee payable to Bausch under specified scenarios, and an outside date of 28-Oct-2025 (extendable to 28-Nov-2025 for regulatory reasons). Outstanding options will be cancelled for cash (for in-the-money options) and potential retention bonuses linked to the milestones; warrants will follow their terms. A retention plan for key employees and a joint press release (Ex. 99.1) were also disclosed.