Bausch Health extends Durect tender offer to Sept. 10

Executive Summary

• Bausch Health Companies Inc. (via subsidiary BHC Lyon Merger Sub Inc.) has extended the expiration date of its all-cash tender offer to acquire all outstanding shares of Durect Corp. from September 9, 2025, to September 10, 2025.
• The acquisition remains priced at $1.75 per share, with an upfront consideration of approximately $63 million and potential milestone payments of up to $350 million.
• Existing tendered shares do not require re-tendering; the offer remains subject to customary closing conditions, including a majority of shares being tendered.

Key Details

• Transaction Structure: All-cash tender offer for all outstanding common stock of Durect Corp.
• Offer Price: $1.75 per share.
• Upfront Consideration: Approximately $63 million at closing.
• Potential Milestone Payments: Up to $350 million in the aggregate, subject to adjustments for a retention plan.
• Milestone Triggers: Achievement of net sales milestones for larsucosterol before the earlier of:
  • The 10-year anniversary of the first commercial sale of larsucosterol in the United States.
  • December 31, 2045.
• Expiration Date Extension:
  • Previous Expiration: 5 p.m. New York time on September 9, 2025.
  • New Expiration: 5 p.m. New York time on September 10, 2025.
• Action for Shareholders: Holders who have previously tendered shares do not need to retender or take any other action.
• Conditions to Offer:
  • Majority of outstanding shares of Durect's common stock must be tendered and not withdrawn.
  • Other customary closing conditions.
• Regulatory Filings: Offer to purchase dated August 12, 2025, filed on Schedule TO with the U.S. Securities and Exchange Commission.
• Target Company (Durect Corp.): Late-stage biopharmaceutical company developing epigenetic therapies. Lead candidate is larsucosterol (5-cholesten-3s, 25-diol 3-sulphate sodium salt), which targets dysregulated DNA methylation.
• Larsucosterol Status: In clinical development for acute hepatitis (AH) and metabolic dysfunction-associated steatohepatitis (MASH). Received FDA fast-track and breakthrough therapy designations for AH.

Notable Quotes

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