Bausch Health completes DURECT acquisition after tender offer draws about 62% of shares

Bausch Health Companies Inc. (NYSE: BHC) has completed its acquisition of DURECT Corporation. A subsidiary accepted for payment all DURECT shares validly tendered in its tender offer on September 11, 2025, then merged into DURECT the same day, according to a Form 8-K filed September 11, 2025. DURECT is now a wholly owned subsidiary of Bausch Health Americas, Inc.

The deal was first disclosed in a Bausch Health 8-K filed on July 29, 2025. The two companies issued a joint press release on September 11 announcing that the transaction was complete.

The offer and the contingent value right

The tender offer was made by BHC Lyon Merger Sub, Inc., a subsidiary of Bausch Health Americas, under a merger agreement dated July 28, 2025. Bausch Health is a party only for purposes of Section 6.10 of that agreement. The offer price was $1.75 per DURECT share in cash.

Each share also carried one non-transferable contingent value right. The 8-K describes the right as a contractual claim to a pro rata portion of two milestone payments totaling up to $350,000,000, net of retention bonuses payable to certain DURECT employees. Payment depends on net sales milestones being reached. Its value depends entirely on those milestones. The filing gives no estimate of when, or whether, any milestone will be reached.

How the offer closed

The offer and the withdrawal rights expired at 5:00 p.m. New York time on September 10, 2025. The depositary, Equiniti Trust Company, LLC, reported that 19,984,767 shares were validly tendered and not validly withdrawn. That was about 62% of DURECT's shares outstanding at the expiration time.

The tendered shares met the minimum condition in the merger agreement, and the other conditions of the offer were satisfied. BHC Lyon accepted all of those shares for payment on September 11.

The merger followed the same day. Under Section 251(h) of the Delaware General Corporation Law, BHC Lyon merged into DURECT without a vote of DURECT's stockholders. DURECT survived as a wholly owned subsidiary of Bausch Health Americas under the name DURECT Corporation. The joint press release is attached to a Schedule TO amendment filed the same day and is incorporated into the 8-K by reference.

Bausch Health's finances

The company's annual report on Form 10-K, filed February 20, 2025, predates the DURECT deal, so it does not describe the acquisition. It does describe the company's debt position. It says the proceeds from the Bausch + Lomb initial public offering helped reduce outstanding indebtedness, but that Bausch Health may not achieve the benefits it expects from the separation of that business. The annual report lists the company's ability to generate cash to service its debt among its risks, and says its debt agreements restrict it from incurring additional indebtedness.

The annual report reports a net loss attributable to Bausch Health of $46 million for 2024, compared with $592 million for 2023. Bausch Health indirectly holds 310,449,643 common shares of Bausch + Lomb Corporation, which the 10-K says represents about 88% of that company's outstanding common shares as of February 12, 2025.

The filing's gaps

The 8-K does not give DURECT's revenue, cash or pipeline. It does not say how the deal will be funded. The only financial figures here come from the annual report, which predates the transaction.

Jean-Jacques Charhon, Executive Vice President and Chief Financial Officer, signed the 8-K. The 10-K signature page lists Thomas J. Appio as Chief Executive Officer and Director, and John A. Paulson as Chairperson of the Board.

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