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.
