Content Detail

• Content META

  Title	Form SC TO-C - Written communication relating to an issuer or third party
  ID	12042317
  External ID	7934660441
  Author	Unknown
  Published Date	July 30, 2025, 4:21 p.m.
  Summary	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 DUREC
  Tags	None
  URL	https://mx.advfn.com/bolsa-de-valores/nyse/bhc/noticias/96528083/form-sc-to-c-written-communication-relating-to-an-issuer-or-third-party
  Sentiment	Negative: 0.03159    Neutral: 0.94870    Positive: 0.01971
  Relevance	0.03256

• Content Details

  Content ID	7696714
  Key	ae74e40b-9bbd-47c7-908a-10cf0d66c41f
  Content	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 DURECT CORPORATION (Name of Subject Company (Issuer)) BHC LYON MERGER SUB, INC. a wholly owned subsidiary of BAUSCH HEALTH AMERICAS, INC. a wholly owned subsidiary of BAUSCH HEALTH COMPANIES INC. (Names of Filing Persons (Offerors)) Common Stock, par value $0.0001 per share (Title of Class of Securities) (CUSIP Number of Class of Securities) Seana Carson 2150 St. Elzéar Blvd. West Laval, Quebec Canada H7L 4A8 Telephone: (800) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: Alison S. Ressler Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, CA 90067-1725 Telephone: (310) Scott B. Crofton Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004-2498 Telephone: (212) CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee* N/A N/A Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. ☐ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable Filing Party: Not applicable Form of Registration No. Not applicable Date Filed: Not applicable ☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: ☒ third-party tender offer subject to Rule 14d-1. ☐ issuer tender offer subject to Rule 13e-4. ☐ going-private transaction subject to Rule 13e-3. ☐ amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐ This filing relates solely to preliminary communications made before the commencement of a tender offer for the outstanding shares of Common Stock, par value $0.0001 per share, of DURECT Corporation (“DURECT”) by BHC Lyon Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Bausch Health Americas, Inc., which is a wholly owned subsidiary of Bausch Health Companies Inc. (“BHC”). Additional Information The tender offer described in this communication has not yet commenced. This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of the common stock of DURECT or any other securities. At the time the tender offer is commenced, we will file, or will cause to be filed, tender offer materials on Schedule TO with the SEC and DURECT will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, in each case with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY WHEN THEY BECOME AVAILABLE AND CONSIDERED BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Those materials and all other documents filed by, or caused to be filed by, BHC and DURECT with the SEC will be available at no charge on the SEC's website at www.sec.gov. The tender offer materials and related materials also may be obtained for free (when available) under the “Corporate Governance—SEC Filings” section of our investor website at https://ir.bauschhealth.com/, and the Solicitation/Recommendation Statement and such other documents also may be obtained for free (when available) from DURECT under the “SEC Filings” section of DURECT's investor website at https://www.durect.com/investors/. Forward-Looking Statements This communication may contain forward-looking statements about the proposed transaction with DURECT (the “Transaction”) and the future performance of Bausch Health, which may generally be identified by the use of the words “anticipates,” “hopes,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “believes,” “subject to” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Actual results are subject to other risks and uncertainties that relate more broadly to Bausch Health's overall business, including those more fully described in Bausch Health's most recent annual report on Form 10-K and detailed from time to time in Bausch Health's other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference. In addition, such risks and uncertainties include, but are not limited to, the following: uncertainties relating to the timing of the consummation of the proposed Transaction; the possibility that any or all of the conditions to the consummation of the Transaction may not be satisfied or waived, including failure to receive required regulatory approvals; the failure to obtain requisite stockholder approval of DURECT, the effect of the announcement or pendency of the Transaction on Bausch Health's ability to maintain relationships with customers, suppliers, and other business partners; the impact of the Transaction if consummated on Bausch's business, financial position and results of operations, including with respect to expectations regarding margin expansion, accretion and deleveraging; and risks relating to potential diversion of management attention away from Bausch Health's ongoing business operations. Additional information regarding certain of these material factors and assumptions may be found in the Company's filings described above as well as the filings made in connection with the Transaction described below. These forward-looking statements speak only as of the date hereof. Bausch Health undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law. Item 12. Exhibits Exhibit 99.1 Excerpted transcript of applicable portions of BHC's Second-Quarter 2025 Earnings Presentation, dated July 30, 2025. Exhibit 99.1 The following are excerpts from the transcript of the Bausch Health Second-Quarter 2025 Earnings Presentation, held on Wednesday, July 30, 2025 at 5:00pm ET. Tom Appio (Chief Executive Officer): We announced after the quarter that we entered into an agreement to acquire DURECT Corporation, which, if all closing conditions are satisfied and the acquisition closes, will enable Bausch Health to use its hepatology expertise to develop DURECT's main treatment for alcoholic hepatitis. * * * I wanted to touch on our recently announced definitive agreement to acquire DURECT Corporation. The agreement remains subject to the satisfaction of certain conditions including a majority of the outstanding share of DURECT being tendered in the tender offer that we intend to commence shortly. Through this proposed acquisition we intend to advance the development and commercialization of Durect's lead pipeline candidate larsucosterol, an FDA Breakthrough Therapy Designation asset targeting alcoholic hepatitis (AH). There is currently no Food and Drug Administration or European Medicines Agency approved treatment for AH, and novel therapeutic strategies are needed to improve patient survival. Assuming all conditions are met, including the successful completion of the tender offer, we anticipate closing the deal in the third quarter of 2025. As such, we are limited in what we can share at this time. I look forward to sharing more information regarding this transaction following the closing. I want to thank our business development team who has worked incredibly hard on this transaction. We are committed to intensifying our focus and rigor behind R&D and business development. This announcement demonstrates our commitment to hepatology and finding new ways to address unmet medical needs. Bausch Health Companies (NYSE:BHC) Gráfica de Acción Histórica De Jun 2025 a Jul 2025 Bausch Health Companies (NYSE:BHC) Gráfica de Acción Histórica De Jul 2024 a Jul 2025
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  Publisher Name	Advanced Financial Network (#5877)
  Publisher URL	https://mx.advfn.com
  Description	None
  Trust Flow Score	14
  Citation Flow Score	33

• Data Source

  Data Source Name	Quantexa News (#5)
  Data Source Type	news
  Data Source URL	https://app.aylien.com/dashboard
  Description	Welcome to Quantexa News API — the most powerful way to aggregate, filter, and integrate global news data into your apps and models.
  Weight	10