This filing relates solely to preliminary communications made before the commencement of a tender offer for
the outstanding shares of Common Stock, par value $0.0001 per share, of DURECT Corporation (“DURECT”) by BHC Lyon Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Bausch Health Americas, Inc., which is
a wholly owned subsidiary of Bausch Health Companies Inc. (“BHC”).
Additional Information
The tender offer described in this communication has not yet commenced. This communication is neither an offer to purchase nor a solicitation of an offer to
sell shares of the common stock of DURECT or any other securities. At the time the tender offer is commenced, we will file, or will cause to be filed, tender offer materials on Schedule TO with the SEC and DURECT will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, in each case with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY WHEN THEY BECOME AVAILABLE AND CONSIDERED BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Those materials and all other documents filed by, or caused to be filed by, BHC and DURECT with the SEC will be available at no charge on the SEC’s website at www.sec.gov. The tender offer
materials and related materials also may be obtained for free (when available) under the “Corporate Governance—SEC Filings” section of our investor website at https://ir.bauschhealth.com/, and the Solicitation/Recommendation Statement
and such other documents also may be obtained for free (when available) from DURECT under the “SEC Filings” section of DURECT’s investor website at https://www.durect.com/investors/.
Forward-Looking Statements
This news release may contain
forward-looking statements about the proposed transaction with DURECT (the “Transaction”) and the future performance of Bausch Health, which may generally be identified by the use of the words “anticipates,” “hopes,”
“expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “believes,” “subject to” and variations or similar expressions. These statements are based
upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Actual results are subject to
other risks and uncertainties that relate more broadly to Bausch Health’s overall business, including those more fully described in Bausch Health’s most recent annual report on Form 10-K and detailed
from time to time in Bausch Health’s other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference. In addition, such risks and uncertainties
include, but are not limited to, the following: uncertainties relating to the timing of the consummation of the proposed Transaction; the possibility that any or all of the conditions to the consummation of the Transaction may not be satisfied or
waived, including failure to receive required regulatory approvals; the failure to obtain requisite stockholder approval of DURECT, the effect of the announcement or pendency of the Transaction on Bausch Health’s ability to maintain
relationships with customers, suppliers, and other business partners; the impact of the Transaction if consummated on Bausch’s business, financial position and results of operations, including with respect to expectations regarding margin
expansion, accretion and deleveraging; and risks relating to potential diversion of management attention away from Bausch Health’s ongoing business operations. Additional information regarding certain of these material factors and assumptions
may be found in the Company’s filings described above as well as the filings made in connection with the Transaction described below. These forward-looking statements speak only as of the date hereof. Bausch Health undertakes no obligation to
update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.
Item 12. Exhibits
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| Exhibit 99.1 |
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Press Release, dated July 29, 2025. |
