Bausch Health to Acquire DURECT Corporation, Strengthening Commitment to Developing Innovative Solutions for Patients with Liver Disease
Bausch Health (NYSE:BHC) has announced a definitive agreement to acquire DURECT Corporation (NASDAQ:DRRX) in a deal valued at approximately $63 million upfront, with potential additional milestone payments of up to $350 million. The acquisition price represents a 217% premium to DURECT's closing price.
The key asset in this acquisition is larsucosterol, an epigenetic modulator with FDA Breakthrough Therapy Designation for treating alcoholic hepatitis (AH). The drug has shown promising results in Phase 2 trials and addresses a significant unmet medical need, as AH accounts for 164,000 hospital admissions in the U.S. annually with no FDA-approved treatments currently available.
The transaction is expected to close in Q3 2025, subject to customary conditions including majority shareholder tender. The deal complements Bausch Health's existing hepatology portfolio, particularly their Phase 3 rifaximin SSD program.
Bausch Health (NYSE:BHC) ha annunciato un accordo definitivo per acquisire DURECT Corporation (NASDAQ:DRRX) in un'operazione del valore di circa 63 milioni di dollari iniziali, con potenziali pagamenti aggiuntivi legati a milestone fino a 350 milioni di dollari. Il prezzo di acquisizione rappresenta un premio del 217% rispetto al prezzo di chiusura di DURECT.
L'elemento chiave di questa acquisizione 猫 larsucosterol, un modulatore epigenetico con Designazione di Terapia Sperimentale d'Emergenza FDA per il trattamento dell'epatite alcolica (AH). Il farmaco ha mostrato risultati promettenti nelle sperimentazioni di Fase 2 e risponde a un significativo bisogno medico insoddisfatto, dato che l'AH causa 164.000 ricoveri ospedalieri ogni anno negli Stati Uniti e attualmente non esistono trattamenti approvati dalla FDA.
L'operazione dovrebbe concludersi nel terzo trimestre del 2025, subordinatamente alle consuete condizioni, incluso l'offerta da parte della maggioranza degli azionisti. L'accordo integra il portafoglio epatologico esistente di Bausch Health, in particolare il loro programma rifaximina SSD in Fase 3.
Bausch Health (NYSE:BHC) ha anunciado un acuerdo definitivo para adquirir DURECT Corporation (NASDAQ:DRRX) en una operaci贸n valorada en aproximadamente 63 millones de d贸lares iniciales, con posibles pagos adicionales por hitos de hasta 350 millones de d贸lares. El precio de adquisici贸n representa una prima del 217% sobre el precio de cierre de DURECT.
El activo clave de esta adquisici贸n es larsucosterol, un modulador epigen茅tico con Designaci贸n de Terapia Innovadora de la FDA para el tratamiento de la hepatitis alcoh贸lica (AH). El medicamento ha mostrado resultados prometedores en ensayos de Fase 2 y aborda una necesidad m茅dica significativa no cubierta, dado que la AH representa 164,000 ingresos hospitalarios anuales en EE.UU. y actualmente no existen tratamientos aprobados por la FDA.
Se espera que la transacci贸n se cierre en el tercer trimestre de 2025, sujeta a condiciones habituales, incluyendo la oferta de la mayor铆a de los accionistas. El acuerdo complementa la cartera hepatol贸gica existente de Bausch Health, especialmente su programa de rifaximina SSD en Fase 3.
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Bausch Health (NYSE:BHC) a annonc茅 un accord d茅finitif pour acqu茅rir DURECT Corporation (NASDAQ:DRRX) dans une transaction 茅valu茅e 脿 environ 63 millions de dollars initiaux, avec des paiements suppl茅mentaires potentiels li茅s 脿 des jalons pouvant atteindre 350 millions de dollars. Le prix d'acquisition repr茅sente une prime de 217% par rapport au cours de cl么ture de DURECT.
L'actif cl茅 de cette acquisition est le 濒补谤蝉耻肠辞蝉迟茅谤辞濒, un modulateur 茅pig茅n茅tique b茅n茅ficiant de la d茅signation de th茅rapie r茅volutionnaire par la FDA pour le traitement de l'h茅patite alcoolique (AH). Le m茅dicament a montr茅 des r茅sultats prometteurs lors des essais de phase 2 et r茅pond 脿 un besoin m茅dical important non satisfait, l'AH 茅tant responsable de 164 000 hospitalisations annuelles aux 脡tats-Unis, sans traitement approuv茅 par la FDA 脿 ce jour.
La transaction devrait 锚tre finalis茅e au 3e trimestre 2025, sous r茅serve des conditions habituelles, y compris l'offre de la majorit茅 des actionnaires. Cet accord compl猫te le portefeuille h茅patologique existant de Bausch Health, notamment leur programme rifaximine SSD en phase 3.
Bausch Health (NYSE:BHC) hat eine endg眉ltige Vereinbarung zur 脺bernahme von DURECT Corporation (NASDAQ:DRRX) bekannt gegeben, die mit rund 63 Millionen US-Dollar Vorauszahlung bewertet wird, mit potenziellen zus盲tzlichen Meilensteinzahlungen von bis zu 350 Millionen US-Dollar. Der 脺bernahmepreis entspricht einer Pr盲mie von 217% gegen眉ber dem Schlusskurs von DURECT.
Das Schl眉sselverm枚gen dieser 脺bernahme ist larsucosterol, ein epigenetischer Modulator mit FDA Breakthrough Therapy Designation zur Behandlung von alkoholischer Hepatitis (AH). Das Medikament zeigte vielversprechende Ergebnisse in Phase-2-Studien und deckt einen erheblichen ungedeckten medizinischen Bedarf ab, da AH j盲hrlich 164.000 Krankenhausaufnahmen in den USA verursacht und derzeit keine von der FDA zugelassenen Behandlungen verf眉gbar sind.
Der Abschluss der Transaktion wird f眉r das dritte Quartal 2025 erwartet, vorbehaltlich 眉blicher Bedingungen, einschlie脽lich der Annahme durch die Mehrheit der Aktion盲re. Der Deal erg盲nzt das bestehende Hepatologie-Portfolio von Bausch Health, insbesondere das Phase-3-Rifaximin-SSD-Programm.
- None.
- Significant upfront cash expenditure of $63 million for Bausch Health
- Phase 3 trials still needed for larsucosterol, indicating development risks
- Milestone payments dependent on future sales performance
- Integration risks and additional R&D expenses required
Insights
Bausch Health's acquisition of DURECT brings larsucosterol, a breakthrough-designated drug for alcoholic hepatitis, strengthening their hepatology portfolio significantly.
This $63 million upfront acquisition with potential milestone payments of up to $350 million represents a strategic enhancement of Bausch Health's hepatology pipeline. The 191% premium over DURECT's 30-day volume-weighted average price underscores the perceived value of larsucosterol, an epigenetic modulator with FDA Breakthrough Therapy Designation for alcoholic hepatitis (AH).
The deal's strategic rationale is compelling. AH represents a significant unmet medical need with approximately 164,000 hospital admissions in the U.S. in 2021 and an estimated 100 deaths daily. Currently, there are no FDA or EMA approved treatments for this condition. Larsucosterol has shown promising results in Phase 2 trials, and a registrational Phase 3 program is being planned with 90-day survival as the primary endpoint.
The acquisition complements Bausch's existing hepatology portfolio, particularly their ongoing Phase 3 RED-C program for rifaximin SSD in hepatic encephalopathy. Bausch's existing commercial infrastructure and expertise with Xifaxan positions them well to potentially commercialize larsucosterol if approved.
For DURECT shareholders, the $1.75 per share all-cash offer represents a substantial 217% premium to the closing price before the announcement. The transaction structure鈥攁 tender offer followed by a merger鈥攊s standard for biotech acquisitions and expected to close in Q3 2025.
This transaction aligns with Bausch Health's stated strategic priority of intensifying focus on R&D and business development in areas of unmet medical need, particularly in hepatology. The addition of a breakthrough-designated asset addresses their innovation objectives while leveraging existing commercial capabilities.
Larsucosterol represents a potential breakthrough for alcoholic hepatitis, addressing a deadly condition with no approved treatments and significant market opportunity.
The acquisition of DURECT brings Bausch Health a potentially transformative therapy for alcoholic hepatitis (AH), a severe condition with significant mortality and no current FDA-approved treatments. Larsucosterol, as an epigenetic modulator, employs a novel mechanism of action in liver disease treatment, which could establish an entirely new therapeutic approach in hepatology.
The drug's Breakthrough Therapy Designation from the FDA highlights its clinical promise and potential to address a serious condition with preliminary evidence indicating substantial improvement over available therapies. This designation also provides advantages in the regulatory pathway, including intensive FDA guidance and organizational commitment to expedited development.
From a clinical perspective, larsucosterol's mechanism as an endogenous sulfated oxysterol that modulates epigenetic pathways represents an innovative approach to treating liver inflammation and necrosis. The planned Phase 3 trial with 90-day survival as the primary endpoint addresses a clinically meaningful outcome in a patient population with high mortality rates.
The complementary nature of larsucosterol to Bausch's existing rifaximin SSD program creates a robust hepatology pipeline addressing different aspects of liver disease progression. While rifaximin SSD targets hepatic encephalopathy in cirrhotic patients, larsucosterol addresses the acute inflammatory phase of alcoholic liver injury.
The estimated 164,000 hospital admissions for AH in the U.S. in 2021 and approximately 100 deaths daily underscore both the significant disease burden and market opportunity. If approved, larsucosterol would be positioned as a first-in-class therapy for a condition currently managed primarily with supportive care and off-label corticosteroids that show limited efficacy in severe cases.
DURECT's lead asset, Larsucosterol, is an epigenetic modulator with FDA Breakthrough Therapy Designation
Potential to be the first FDA-approved therapeutic option for the treatment of patients with alcoholic hepatitis
Proposed acquisition strengthens Bausch Health's commitment to hepatology and patients suffering with liver disease complications globally
LAVAL, QC AND CUPERTINO, CA / / July 29, 2025 / Bausch Health Companies Inc. (NYSE:BHC)(TSX:BHC), a global, diversified pharmaceutical company, and DURECT Corporation (NASDAQ:DRRX) today announced a definitive agreement under which Bausch Health will indirectly acquire DURECT Corporation, including a novel therapeutic molecule, larsucosterol, which can harness the power of epigenetic modulation. Larsucosterol, an endogenous sulfated oxysterol and an epigenetic modulator, has demonstrated promising results for the treatment of alcoholic hepatitis (AH) in Phase 2 trials. Bausch Health's hepatology development and commercial capabilities are well-suited to support the clinical development and potential commercialization of larsucosterol.
AH is a life-threatening form of alcohol-associated liver disease (ALD), which can occur in individuals who chronically misuse alcohol. It is characterized by severe inflammation and destruction of liver tissue (i.e., necrosis). AH accounted for roughly 164,000 hospital admissions in the U.S. in 2021. There is currently no Food and Drug Administration (FDA) or European Medicines Agency (EMA) approved treatment for AH, and novel therapeutic strategies are needed to improve patient survival.
"This announcement is fundamental progress on our Strategic Priority - Innovation, which is to intensify focus and operating rigor behind R&D and business development and demonstrates our commitment to hepatology and finding new ways to address unmet medical needs, living our purpose of enriching lives through our relentless drive to deliver better health outcomes for patients," said Thomas J. Appio, Chief Executive Officer, Bausch Health.
"There is a significant unmet need in the treatment of patients with AH given the high mortality rate and that there are no currently approved treatments. We are very excited to add larsucosterol, an asset which has FDA Breakthrough Therapy Designation, to our pipeline, particularly as it builds on our existing expertise within the hepatology space. It is complementary to our ongoing Phase 3 program of soluble solid dispersion of rifaximin (rifaximin SSD) being studied in cirrhotic patients globally," stated Jonathan Sadeh M.D., M.Sc. as Executive Vice President, Chief Medical Officer and Head of R&D at Bausch Health.
"AH, by our estimates, is responsible for about 100 deaths per day in the US and billions of dollars in healthcare costs," stated James E. Brown, D.V.M., President and CEO of DURECT. "Since we reported results from our Phase 2b AHFIRM clinical trial for larsucosterol in AH, our primary focus has been advancing larsucosterol towards the completion of clinical development. We chose this transaction with Bausch Health because we believe it provides significant value for our stakeholders, both immediately and in the long term, should larsucosterol be approved and achieve commercial success. We view Bausch Health as the right partner to advance larsucosterol due to their expertise in hepatology, commercial success with Xifaxan and experienced development team. We look forward to the potential impact larsucosterol could have for patients with AH and the medical community that cares for them. Thank you to our team at DURECT and our partners that have helped advance larsucosterol to this point."
A registrational Phase 3 program to evaluate the safety and efficacy of larsucosterol for the treatment of patients with severe AH is being planned. The trial will be a randomized, double-blind, placebo-controlled, multi-center study. The primary endpoint will be 90-day survival. The trial design will incorporate feedback received from the FDA during a Type B meeting under Breakthrough Therapy Designation as well as learnings from the prior Phase 2b AHFIRM trial in AH.
The acquisition of the clinical development program for larsucosterol in AH compliments the ongoing Bausch Health RED-C clinical program which is designed to assess the efficacy of a next generation therapeutic, rifaximin SSD, to delay onset of first overt hepatic encephalopathy (OHE) hospitalization and all-cause mortality. There are no medications globally approved for the primary prophylaxis and delay in decompensation to first episode of OHE in cirrhosis. Patient enrollment in two global Phase 3, randomized, double-blind, placebo-controlled studies is now complete with efficacy and safety results expected to be announced in early 2026.
"The addition of larsucosterol to our pipeline is a strategic fit with our focus in hepatology and underscores our continued dedication to exploring and identifying new treatments for individuals who are suffering with liver disease and its complications," stated Aimee Lenar, Executive Vice President of US Pharma at Bausch Health. "We are excited to continue investment in bringing these breakthrough options to market, not just in the US, but also globally."
Transaction Terms and Financial Considerations
Under the terms of the definitive agreement, a wholly owned subsidiary of Bausch Health will commence a tender offer for all outstanding shares of DURECT Corporation. Under the terms of the definitive agreement, Bausch Health will pay
The transaction is conditioned on a majority of the outstanding shares of DURECT Corporation's common stock being tendered into the tender offer and not withdrawn, as well as other customary closing conditions. The transaction is expected to close in the third quarter of 2025. Assuming the closing of the tender offer, Bausch Health will acquire any shares of DURECT not tendered into the tender offer through a merger of a wholly owned subsidiary with and into DURECT for the same per share consideration payable in the tender offer.
Advisors
Centerview Partners LLC is serving as exclusive financial advisor and Sullivan & Cromwell LLP is serving as legal advisor to Bausch Health. Locust Walk is serving as exclusive financial advisor and Orrick, Herington and Sutcliffe LLP is serving as legal advisor to DURECT.
About Bausch Health
Bausch Health Companies Inc. (NYSE:BHC)(TSX:BHC), is a global, diversified pharmaceutical company enriching lives through our relentless drive to deliver better health care outcomes. We develop, manufacture and market a range of products primarily in gastroenterology, hepatology, neurology, dermatology, dentistry, aesthetics, international pharmaceuticals and eye health, through our controlling interest in Bausch + Lomb Corporation. Our ambition is to be a globally integrated healthcare company, trusted and valued by patients, HCPs, employees and investors. Our 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. For more information about Salix, visit and connect with us on and For more information about Bausch Health, visit and connect with us on
About DURECT Corporation
DURECT Corporation (NASDAQ:DRRX) is a late-stage biopharmaceutical company pioneering the development of epigenetic therapies that target dysregulated DNA methylation to transform the treatment of serious and life-threatening conditions, including acute organ injury. Larsucosterol, DURECT's lead drug candidate, binds to and inhibits the activity of DNA methyltransferases, epigenetic enzymes that are elevated and associated with hypermethylation found in AH patients. Larsucosterol is in clinical development for the potential treatment of AH, for which the FDA has granted a Fast Track and a Breakthrough Therapy designation; MASH is also being explored. For more information about DURECT, please visit and follow us on X (formerly Twitter) at .
Forward Looking Statements
This news release may contain forward-looking statements about the proposed transaction with DURECT (the "Transaction") and the future performance of Bausch Health (Bausch Health and DURECT, collectively, "the Parties"), 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 the Parties' overall businesses, including those more fully described in the Parties' most recent annual reports on Form 10-K and detailed from time to time in the Parties' other filings with the U.S. Securities and Exchange Commission and, in the case of Bausch Health, 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; the failure to obtain requisite stockholder approval of DURECT, the effect of the announcement or pendency of the Transaction on Parties' 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 the Parties' ongoing business operations. There can be no assurance that the conditions to closing the Transaction will be satisfied or that the tender offer and the Transaction will be consummated. Additional information regarding certain of these material factors and assumptions may be found in the Parties' 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. The Parties undertake 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.
Additional Information
This news release is for information purposes only and not intended to be a recommendation to buy, sell or hold securities and does not constitute an offer for the sale of, or the solicitation of an offer to buy, securities in any jurisdiction, including the United States. 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 .
Investor Contact: | Media Contact: | |
Garen Sarafian | Katie Savastano | |
877-281-6642 (toll-free) | (908) 569-3692 | |
Investor Relations (DURECT Corporation) | Media Contact (DURECT Corporation) | |
Sandya von der Weid | Michael Fitzhugh | |
LifeSci Advisors | LifeSci Communications | |
SOURCE: Bausch Health Companies Inc.
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FAQ
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