[SC 14D9/A] Durect Corp Amended Tender Offer Recommendation

Rhea-AI Filing Summary

DURECT Corporation disclosed an amendment to its Schedule 14D-9 relating to a tender offer by BHC Lyon Merger Sub, Inc., a wholly owned subsidiary of Bausch Health Americas, Inc. The Offer provides $1.75 in cash per share plus one non-tradeable contingent value right (CVR) per share, which entitles holders to a pro rata share of up to $350,000,000 in milestone payments in the aggregate (reduced by any amounts paid to holders of Company Options under the Retention Plan). The Schedule 14D-9 amendment incorporates the Offer documents filed on August 12, 2025 and notes a joint press release dated September 11, 2025 between BHC and DURECT. The filing is signed by Timothy M. Papp, Chief Financial Officer.

Positive

• Clear deal economics disclosed: $1.75 cash per share plus one CVR per share with up to $350,000,000 in milestone payments
• Formal incorporation of offer documents: Offer to Purchase and Letter of Transmittal filed with the Schedule TO are incorporated by reference
• Updated public communication: Joint press release dated September 11, 2025 incorporated as an exhibit

Negative

• Consideration includes non-tradeable CVRs: milestone payments are contingent and not immediately realizable as liquid cash
• CVR payouts reduced by Retention Plan payments: potential milestone pool is explicitly offset by amounts paid to Company Options under the Retention Plan

Insights

Financial Analyst

TL;DR: The filing formalizes an acquisition offer of $1.75 plus CVRs tied to $350M of potential milestones; this is a material corporate action for shareholders.

The amendment records updates to DURECT's Schedule 14D-9 tied to the tender offer by Bausch Health's Merger Sub. Key deal economics are explicit: $1.75 cash per share and a non-tradeable CVR representing pro rata rights to up to $350,000,000 in milestone payments, subject to reductions for Option retention payments. The filing incorporates the Offer to Purchase and Letter of Transmittal previously filed on August 12, 2025, and references a joint press release dated September 11, 2025. For investors, this is a definitive, material disclosure about transaction consideration and related documentation.

M&A Specialist

TL;DR: The amendment documents offer terms and incorporates a September 11 press release; CVR structure and retention-plan offsets are notable deal mechanics.

The Schedule 14D-9/A clarifies the structure of consideration: a fixed cash component and a contingent-value right tied to milestone payments totaling up to $350M, with explicit adjustment for amounts paid under the Retention Plan. The filing cites incorporation by reference of the Offer to Purchase and related exhibits filed August 12, 2025, and adds a joint press release as an exhibit. These details are material to deal valuation and payout timing but the amendment does not include additional financial projections or acceptance metrics.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 2)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

DURECT CORPORATION

(Name of Subject Company)

DURECT CORPORATION

(Name of Person Filing Statement)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

266605500

(CUSIP Number of Class of Securities)

James E. Brown

Chief Executive Officer

DURECT Corporation

10240 Bubb Road

Cupertino, California 95014

(408) 777-1417

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person Filing Statement)

With copies to:

Stephen B. Thau

David Schwartz

Albert W. Vanderlaan

Orrick, Herrington & Sutcliffe LLP

51 West 52nd Street

New York, NY 10019

(212) 506-5076

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 2 (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 (the Cash Amount plus one CVR, collectively, the “Offer Consideration”), 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.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following new subsection immediately after the first full paragraph on page 55 in the section entitled “Where You Can Find More Information”:

Final Results of the Offer

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 and paying agent for the Offer, that, as of the Expiration Time, a total of 19,984,767 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 62% of the outstanding Shares as of the Expiration Time.

As of the Expiration Time, the number of 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 Shares validly tendered and not validly withdrawn pursuant to the Offer and will promptly pay for all Shares accepted pursuant to the Offer.

The parties intend to complete the Merger on September 11, 2025 pursuant to the Merger Agreement without a vote of the Company stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). At such time, Merger Sub will be merged with and into the Company, the separate existence of Merger Sub will cease and the Company will continue as an indirect wholly owned subsidiary of Parent (the “Surviving Corporation”).

At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than 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 Shares in accordance with, and in compliance in all respects with, Section 262 of the DGCL) will be canceled and extinguished and automatically converted into the right to receive the Offer Consideration, without interest thereon and less any applicable withholding tax.

1

Following the consummation of the Merger, the Shares will be delisted from The Nasdaq Capital Market, and trading of Shares is expected to be halted effective prior to the open of trading on September 11, 2025. The parties intend to take steps to cause the termination of the registration of the Shares under Section 12(b) of the Exchange Act and suspend all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.

On September 11, 2025, BHC and the Company issued a joint press release announcing the expiration and results of the Offer and the consummation of the Merger. The full text of the press release is included as Exhibit (a)(5)(E) hereto and is incorporated herein by reference.

Item 9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

Exhibit No.		Description
(a)(5)(E)		Joint Press Release, dated as of September 11, 2025, issued by BHC and the Company (incorporated by reference to Exhibit (a)(5)(C) to the Schedule TO-T filed on September 11, 2025 by the Merger Sub).

2

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		DURECT CORPORATION
Date: September 11, 2025		By:		/s/ Timothy M. Papp
				Name: Timothy M. Papp
				Title: Chief Financial Officer

FAQ

What is the offer price per share in the DURECT (DRRX) tender offer?

The Offer provides $1.75 in cash per share plus one contingent value right (CVR) per share tied to milestone payments.

What does each CVR represent in the DURECT tender offer?

Each CVR represents the contractual right to receive a pro rata portion, in cash, of two milestone payments aggregating up to $350,000,000, subject to reductions.

Are the CVRs tradeable in the DURECT acquisition by Bausch Health?

No. The filing specifies the CVRs are non-tradeable.

Was there an update or press release included with the Schedule 14D-9 amendment?

Yes. The amendment incorporates a joint press release dated September 11, 2025 issued by BHC and DURECT as an exhibit.

Who filed the amendment and who signed the Schedule 14D-9/A for DURECT?

The amendment was filed by DURECT Corporation and is signed by Timothy M. Papp, Chief Financial Officer.