DRRX discloses Amendment No.1 to Merger Agreement; tender offer delayed

Rhea-AI Filing Summary

DURECT Corporation filed a Schedule 14D-9C to disclose Amendment No.1 to the Agreement and Plan of Merger, dated August 8, 2025, which extends the date by which BHC Lyon Merger Sub must commence the tender offer under the previously announced Merger Agreement dated July 28, 2025. The filing states the amendment is attached as Exhibit 2.1 and incorporates a Current Report filed on August 8, 2025 as Exhibit 99.1.

The communication clarifies the tender offer has not commenced, is not an offer or solicitation, and that Parent and Merger Sub will file a Schedule TO and the Company will file a Schedule 14D-9 when the offer is launched. The filing directs investors to the SEC website and the Company’s investor site for tender materials and includes a detailed cautionary statement listing risks that could delay or prevent completion of the transaction.

Positive

• Amendment disclosed publicly via Schedule 14D-9C with Exhibit 2.1 attached, demonstrating formal transparency to shareholders
• Investor access ensured: tender materials will be filed with the SEC and made available on the SEC website and the Company’s investor site

Negative

• Tender offer not commenced, so timing and completion remain uncertain
• Filing explicitly lists material risks that could delay or prevent the transaction, including governmental approvals, shareholder participation uncertainty, and potential litigation
• Amendment indicates a delay in the obligation to commence the tender offer, which may prolong uncertainty for stakeholders

Insights

M&A Specialist

TL;DR: Amendment extends the target start date for the tender offer; procedural disclosure with timing uncertainty for closing.

The Schedule 14D-9C serves primarily as a disclosure that Amendment No.1 (dated August 8, 2025) modifies the timing obligations under the Merger Agreement (dated July 28, 2025). The filing itself does not disclose changes to price, consideration, or other deal economics; it documents that the bidder has secured an extension to commence the tender offer. For deal participants and investors, the immediate effect is a timing shift rather than an economic change, preserving the transaction framework while creating additional uncertainty on closing timing.

Corporate Governance Expert

TL;DR: The company provided formal disclosure and investor access to materials but highlights customary risks that could affect completion.

The filing emphasizes transparency by attaching the amendment and pointing shareholders to forthcoming tender offer materials and SEC filings. It reiterates standard corporate governance safeguards by warning shareholders that the tender offer has not commenced and by listing potential closing conditions and risks, including governmental approvals and possible litigation. These disclosures help inform shareholders of procedural status and risks without introducing new operational facts.

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-9C filing relates solely to the below listed document disclosing the entry into that Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 8, 2025, by and among DURECT Corporation, a Delaware corporation (the “Company”), BHC Lyon Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Bausch Health Americas, Inc., a Delaware corporation (“Parent”) to extend the date by which Merger Sub is obligated to commence the tender offer for all of the outstanding shares of common stock of the Company pursuant to the previously announced 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:

• Current Report on Form 8-K filed by the Company on August 8, 2025.

The document is attached as Exhibit 2.1 hereto.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Current Report on Form 8-K (incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 8, 2025.

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

What did DURECT (DRRX) file in this Schedule 14D-9C?

The Company filed a Schedule 14D-9C disclosing Amendment No.1 dated August 8, 2025 to the Merger Agreement, which extends the date by which Merger Sub must commence the tender offer under the Merger Agreement dated July 28, 2025.

Has the tender offer for DRRX shares started?

No. The filing states the tender offer has not commenced and this communication is not an offer or solicitation.

Where can DRRX shareholders find the tender offer materials?

When available, materials will be filed with the SEC and can be obtained free of charge from the SEC website (www.sec.gov) and from DURECT’s investor site at https://www.durect.com/investors/.

Does the filing change the deal price or other economic terms?

The Schedule 14D-9C discloses an amendment extending the tender offer start date; it does not state any changes to price or other economic terms in the provided text.

What risks did DURECT highlight about the transaction?

The Company listed risks including timing uncertainty, the possibility the transaction may not be completed, governmental approvals delaying or preventing closing, uncertain stockholder tendering, potential litigation, integration challenges, and other business and economic risks.

Will Parent and Merger Sub file additional documents?

Yes. The filing states Parent and Merger Sub will file a Tender Offer Statement on Schedule TO when the offer is commenced, and the Company will file a Schedule 14D-9 in connection with the offer.