DURECT (DRRX) acquired by Bausch Health for $1.75/share plus CVR; delisted

DURECT CORP

Bausch Health subsidiary acquired 62% of DURECT shares via tender offer at $1.75/share plus one contingent value right (CVR).
Merger closed Sept 11, 2025 under DGCL Section 251(h); DURECT became an indirect wholly-owned subsidiary of Bausch Health.
CVR provides pro rata share of up to $350M in net sales milestone payments (two tranches) through 2045.
All directors resigned; new directors from Bausch Health's merger sub appointed effective at close.
Company requested Nasdaq delisting; trading halted Sept 11, 2025; will file Form 15 to suspend reporting.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

DURECT CORP: Certificate of incorporation amended and restated in its entirety (effective 2025-09-11).

Change: charter amendment
Effective: 2025-09-11

Exact text from the filing

the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and, as so amended and restated, became the certificate of incorporation and bylaws of the Surviving Corporation.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

DURECT CORP: Bylaws amended and restated in their entirety (effective 2025-09-11).

Change: bylaw amendment
Effective: 2025-09-11

Exact text from the filing

the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety and, as so amended and restated, became the certificate of incorporation and bylaws of the Surviving Corporation.

View on SEC.gov

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Source: SEC EDGAR

accession 0001193125-25-200904

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