This Amendment No. 1 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) filed by DURECT Corporation, a Delaware corporation (“DURECT” or the
“Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on August 12, 2025, relating to the tender offer by BHC Lyon Merger Sub, Inc., a Delaware corporation (“Merger
Sub”) and a direct wholly owned subsidiary of Bausch Health Americas, Inc., a Delaware corporation (“Parent”), to purchase all of DURECT’s outstanding shares of common stock, par value $0.0001 per share (each such
share, a “Share” and, collectively, the “Shares”), at a price of (i) $1.75 per Share, net to the seller of such Share in cash, without interest thereon and less any applicable withholding taxes (the
“Cash Amount”), plus (ii) one non-tradeable contingent value right per Share (each, a “CVR”), which will represent the contractual right to receive the pro rata portion, in cash, of two milestone payments
of up to $350,000,000 in the aggregate, minus any amount actually paid to holders of Company Options under the Retention Plan in respect of the applicable milestone, in each case, without interest thereon and less any applicable withholding taxes,
pursuant to the CVR Agreement by and between Parent and a rights agent mutually agreeable to Parent and the Company, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 12, 2025 (as it may be amended,
supplemented or otherwise modified from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with the Offer to Purchase and other related materials, as each may be amended or
supplemented from time to time, constitute the “Offer”). The Offer is more fully described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”) filed by
Parent and Merger Sub with the SEC on August 12, 2025. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO and are incorporated herein by reference.
Except to the extent specifically provided in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used, but
not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.
Unless stated otherwise, the new text in the supplemental information is bolded and underlined and any deleted text is bolded and denoted with a strikethrough
to highlight the supplemental information being disclosed.
Item 2. Identity and Background of Filing Person.
The bold and underlined language is added to and the struck through language is removed from the fifth paragraph under the heading entitled “Tender
Offer” under the heading “Item 2. Identity and Background of Filing Person” on page 2 of the Schedule 14D-9:
Merger Sub
commenced (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer on August 12, 2025. Subject to the terms and conditions of the Merger Agreement and
the Offer, the Offer is scheduled to expire at 5:00 p.m., New York City time, on September 9,
2025 September 10, 2025 (the date and time at which the Offer expires by its terms, as it may
be extended in accordance with the Merger Agreement, the “Expiration Time”). Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or
amendment) (as more fully described in Section 15—“Conditions of the Offer” in the Offer to Purchase) and provided that the Offer has not been terminated, Merger Sub is required to accept for payment and, promptly following
such acceptance time, pay for all Shares validly tendered and not validly withdrawn prior to the Expiration Time.
Item 4. The
Solicitation or Recommendation.
The struck through language is removed from the second paragraph under the heading entitled
“General” under the heading “Item 4. The Solicitation or Recommendation” on page 46 of the Schedule 14D-9:
Pursuant
to the LW Partners Engagement Letter, the Company has agreed to pay Locust Walk for its financial consulting services and its financial advisory services in connection with the Offer and the Merger. Since March 2022, Locust Walk has received
$350,000 from the Company. Additionally, the Company has agreed to pay Locust Walk an aggregate fee based upon a percentage of the aggregate transaction value of the Offer and the Merger, which fee is contingent on the closing of the Offer and the
Merger, estimated as of the date of this Schedule 14D-9 to be approximately $879,328 million (assuming no payment of any Milestone Payments). In addition,
Locust Walk
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