Bausch Health completes tender offer to acquire Durect

Mr. Thomas Appio reports BAUSCH HEALTH COMPLETES ACQUISITION OF DURECT CORPORATION, EXPANDING LATE-STAGE LIVER DISEASE PORTFOLIO Bausch Health Companies Inc. has completed its previously announced tender offer to acquire Durect Corp. 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 $63-million at closing. The transaction also includes the potential for two additional net sales milestone payments of up to $350-million in the aggregate (subject to certain adjustments in respect of a retention plan) if the milestones are achieved before the earlier of the 10-year anniversary of the first commercial sale in the United States and Dec. 31, 2045. The acquisition adds Durect's lead asset, larsucosterol, a novel epigenetic modulator with Food and Drug Administration 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 per cent 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. "We are pleased to complete the acquisition of Durect, which brings larsucosterol into our hepatology pipeline as a promising advanced-stage therapy," said Thomas J. Appio, chief executive officer, Bausch Health. "There is an urgent need for treatments for alcohol-associated hepatitis, a disease that leads to a significant number of hospitalizations each year. This addition supports our ongoing efforts to develop innovative therapies for liver diseases with limited or no current treatment options. The acquisition aligns with our strategic focus on purposeful R&D and advancing solutions in areas of unmet medical need." The tender offer for all outstanding shares of Durect expired at 5 p.m. New York time on Sept. 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Bausch Health that approximately 19,984,767 shares of Durect common stock were validly tendered and not properly withdrawn in the tender offer, representing approximately 62 per cent of the then outstanding shares of Durect's common stock. All of the conditions to the tender offer have been satisfied, and, on Sept. 11, 2025, a wholly owned subsidiary of Bausch Health (merger sub) 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 Corp. 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 became a wholly owned subsidiary of Bausch Health. Prior to the opening of trading on Nasdaq Stock Market LLC on Sept. 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. Advisers Centerview Partners LLC acted as exclusive financial adviser, and Sullivan & Cromwell LLP acted as legal adviser to Bausch Health. Locust Walk acted as exclusive financial adviser, and Orrick, Herrington & Sutcliffe LLP acted as legal adviser to Durect. About Bausch Health Companies Inc. Bausch Health is a global, diversified pharmaceutical company enriching lives through its relentless drive to deliver better health care outcomes. It develops, manufactures and markets a range of products primarily in gastroenterology, hepatology, neurology, dermatology, dentistry, aesthetics, international pharmaceuticals and eye health through its controlling interest in Bausch + Lomb Corp. Its ambition is to be a globally integrated health care company, trusted and valued by patients, HCPs, employees and investors. Its gastroenterology business, Salix Pharmaceuticals, is one of the largest specialty pharmaceutical businesses in the world and has licensed, developed and marketed innovative products for the treatment of gastrointestinal diseases for more than 30 years. We seek Safe Harbor.