Bausch Health completes tender offer to acquire Durect

Executive Summary

• Bausch Health Companies Inc. has completed its acquisition of Durect Corp. via a tender offer, acquiring all outstanding shares for $1.75 per share in cash.
• The transaction includes potential milestone payments of up to $350 million in the aggregate, contingent on achieving net sales milestones before the earlier of the 10-year anniversary of the first US commercial sale or December 31, 2045.
• The acquisition adds Durect’s lead asset, larsucosterol (an epigenetic modulator with FDA breakthrough therapy designation for alcohol-associated hepatitis), to Bausch Health’s hepatology pipeline.

Key Details

• Transaction Structure: Completed via tender offer followed by a merger under Section 251(h) of the Delaware General Corporation Law.
• Purchase Price: $1.75 per share in cash.
• Upfront Consideration: Approximately $63 million paid at closing.
• Milestone Payments: Potential for two additional net sales milestone payments totaling up to $350 million (subject to retention plan adjustments).
• Tender Offer Results: Approximately 19,984,767 shares were validly tendered, representing ~62% of Durect’s outstanding shares.
• Non-Tendered Shares: Shares not tendered were converted into the right to receive $1.75 per share in cash plus one Contingent Value Right (CVR).
• Asset Acquired: Larsucosterol, a novel epigenetic modulator with FDA Breakthrough Therapy designation for the treatment of alcohol-associated hepatitis (AH).
• Pipeline Status: No approved therapies currently exist for AH; larsucosterol is in late-stage development with a registrational Phase 3 program currently being planned.
• Trading Status: Durect common stock ceased trading on Nasdaq on September 11, 2025, and intends to be delisted and deregistered under the Securities Exchange Act of 1934.
• Advisers:
  • Bausch Health: Centerview Partners LLC (Financial), Sullivan & Cromwell LLP (Legal).
  • Durect: Locust Walk (Financial), Orrick, Herrington & Sutcliffe LLP (Legal).

Notable Quotes

• "We are pleased to complete the acquisition of Durect, which brings larsucosterol into our hepatology pipeline as a promising advanced-stage therapy... This addition supports our ongoing efforts to develop innovative therapies for liver diseases with limited or no current treatment options." — Thomas J. Appio, CEO, Bausch Health