[SC14D9C] Durect Corp SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Definitive merger agreement executed, providing a clear pathway to a potential cash exit for DRRX shareholders.
• Strategic buyer with scale (Bausch Health) could unlock synergies and accelerate commercialization of DURECT’s assets.

Negative

• No transaction price disclosed, preventing valuation of premium or certainty of value for investors.
• Deal subject to numerous conditions and regulatory approvals, creating meaningful completion risk.

Insights

M&A Specialist

TL;DR: Signed merger deal; valuation details absent, leaving impact unclear until Schedule TO filed.

The announcement confirms that DURECT’s board has negotiated a definitive agreement, reducing execution risk compared with a mere LOI. However, the absence of price, premium and financing terms prevents assessment of shareholder value creation or dilution for Bausch Health. Investors should monitor the forthcoming Schedule TO for cash offer price, proration mechanics and regulatory timing. Until then, the market will trade on speculation regarding deal economics.

Risk Analyst

TL;DR: Multiple closing hurdles and undisclosed economics temper enthusiasm.

The filing devotes significant space to risk factors—regulatory approval, minimum tender, potential termination events and integration uncertainty—suggesting non-trivial completion risk. Lack of disclosed consideration means arbitrageurs cannot quantify downside if the deal fails. Litigation risk and distraction of management are additional negatives. Overall risk/reward cannot be gauged until financial terms are public.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

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(s) Filing Statement)

Common stock, par value $0.0001 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, CA 95014

(408) 777-1417

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With copies to:

Stephen Thau

David Schwartz

Albert 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 Schedule 14D-9 filing consists of certain communications relating to the proposed acquisition of DURECT Corporation, a Delaware corporation (the “Company”), by Bausch Health Americas, Inc., a Delaware corporation (“Parent”), BHC Lyon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger, dated as of July 28, 2025 (the “Merger Agreement”), by and among the Company, Parent, Merger Sub and solely for purposes of Section 6.10 of the Merger Agreement, Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia.

The information set forth under Items 1.01, 5.02, 7.01 and 9.01 of the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on July 29, 2025 (including all exhibits attached thereto) is incorporated herein by reference.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

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 Company. At the time the offer is commenced, Parent and Merger Sub will file a Tender Offer Statement on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer. The Company stockholders and other investors are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement, as they may be amended from time to time, when they become available because they will contain important information that should be read carefully before any decision is made with respect to the tender offer. These materials will be sent free of charge to all stockholders of the Company. In addition, all of these materials (and all other materials filed by the Company with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company at https://www.durect.com/investors/.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This communication includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, may be forward-looking statements. These forward-looking statements may be accompanied by such words as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “should,” “likely,” “will” and other words and terms of similar meaning. Forward-looking statements include, among other things, statements regarding the potential benefits of the proposed transaction; the prospective performance, future plans, events, expectations, performance, objectives and opportunities and the outlook for the Company’s business; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; any potential strategic benefits, synergies or opportunities expected as a result of the proposed transaction; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties.

Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and merger; the risk that the proposed transaction may not be completed in a timely manner or at all; uncertainties as to how many of the Company’s stockholders will tender their stock in the offer; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effect of this announcement or pendency of the proposed transaction on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; risks related to diverting management’s attention from the Company’s ongoing business operations; the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; the potential that the strategic benefits, synergies or opportunities expected from the proposed acquisition may not be realized or may take longer to realize than expected; the successful integration of the Company into Parent subsequent to the closing of the transaction and the timing of such integration; other business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; and other risks and uncertainties detailed from time to time in documents filed with the SEC by the Company, including the Company’s current annual report on Form 10-K on file with the SEC, as well as the Schedule 14D-9 to be filed by the Company and the tender offer documents to be filed by Parent and Merger Sub.

The Company is providing the information in this filing as of this date and assumes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as required by law.

FAQ

Who is acquiring DURECT (DRRX)?

Wholly owned subsidiary BHC Lyon Merger Sub Inc. of Bausch Health Americas, Inc. is the named acquirer.

Has the tender offer for DRRX shares started?

No. The filing states the offer has not yet commenced; a Schedule TO will be filed when it begins.

When was the merger agreement signed?

The definitive agreement was signed on 28 July 2025.

Where can investors access the tender offer and 14D-9 documents once available?

Documents will be free at www.sec.gov and on DURECT’s investor site, https://www.durect.com/investors/.

What are the main risks to the transaction closing?

Risks include regulatory clearance, minimum tender condition, potential litigation, termination rights and integration challenges.