Bausch Health completes acquisition of DURECT Corporation

Bausch Health (BHC) Companies announced the ompletion of its previously announced tender offer to acquire DURECT Corporation.. Under the terms of the agreement, Bausch Health acquired all outstanding shares of DURECT for $1.75 per share in cash, representing a total upfront cash payment of approximately $63M at closing. The transaction also includes the potential for two additional net sales milestone payments of up to $350M in the aggregate if the milestones are achieved before the earlier of the 10-year anniversary of the first commercial sale in the United States and December 31, 2045. The acquisition adds DURECT’s lead asset, larsucosterol, a novel epigenetic modulator with FDA Breakthrough Therapy Designation for treatment of alcohol-associated hepatitis, to Bausch Health’s hepatology pipeline. Currently, there are no approved therapies indicated to treat AH, and patients must rely on supportive care such as corticosteroids, which are often inadequate for long-term treatment and result in about 30% mortality within 90 days of hospitalization. A registrational Phase 3 program is currently being planned to evaluate the safety and efficacy of larsucosterol for the treatment of patients with severe AH. The tender offer for all outstanding shares of DURECT expired at 5:00 p.m., New York City time, on September 10, 2025. Equiniti Trust Company, LLC, the depositary for the tender offer, has advised Bausch Health that approximately 19,984,767 shares of DURECT common stock were validly tendered and not properly withdrawn in the tender offer, representing approximately 62% of the then-outstanding shares of DURECT’s common stock. All of the conditions to the tender offer have been satisfied, and on September 11, 2025, a wholly owned subsidiary of Bausch Health accepted for payment and will as promptly as practicable pay for all shares validly tendered and not properly withdrawn in the tender offer. Following the consummation of the tender offer, Merger Sub merged with and into DURECT in accordance with Section 251(h) of the Delaware General Corporation Law without a vote of DURECT stockholders, with DURECT continuing as the surviving corporation in the Merger under the name DURECT Corporation. In the Merger, shares of DURECT that were not tendered in the tender offer were converted into the right to receive $1.75 per share in cash plus one CVR. Following the closing of the tender offer and Merger, DURECT Corporation became a wholly owned subsidiary of Bausch Health. Prior to the opening of trading on The Nasdaq Stock Market on September 11, 2025, all shares of DURECT common stock will cease trading on Nasdaq, and DURECT intends to promptly cause such shares to be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended.