-- Endo to acquire BioSpecifics in an accretive all-cash
transaction --
DUBLIN, Oct. 19, 2020 /PRNewswire/ -- Endo International
plc (NASDAQ: ENDP) today announced it has agreed to acquire all of
the outstanding shares of BioSpecifics Technologies Corp. (NASDAQ:
BSTC), a commercial-stage biopharmaceutical company, for
$88.50 in cash per share, or an
estimated enterprise value of approximately $540 million (net of approximately $120 million in cash acquired) at the anticipated
time of deal closure. Endo has had a strategic relationship
with BioSpecifics since 2004. Under the terms of the relationship,
BioSpecifics receives a royalty stream from Endo related to Endo's
collagenase-based therapies, which currently include XIAFLEX®,
marketed by Endo Pharmaceuticals, for the treatment of Dupuytren's
contracture and Peyronie's disease, and Qwo™, the first
FDA-approved injectable treatment for cellulite, which is expected
to be launched by Endo Aesthetics in Spring 2021.
"Acquiring BioSpecifics is consistent with our strategic
priority to expand and enhance our portfolio through additional
investment in the significant long-term growth potential of both
XIAFLEX and QWO - two of our most durable and differentiated
products," said Blaise Coleman,
President and Chief Executive Officer of Endo. "This
transaction will also immediately enhance Endo's adjusted EBITDA
and create significant value for shareholders of both
organizations."
Under the terms of the merger agreement, Endo, through a wholly
owned subsidiary, will commence an all-cash tender offer to acquire
100 percent of the outstanding common stock of BioSpecifics for
$88.50 per share. The Edwin H.
Wegman Marital Trust has entered into a Support Agreement
committing it to tender its shares into the tender offer. The
closing of the tender offer will be subject to certain conditions,
including that not less than a majority of shares of BioSpecifics
common stock are tendered, the expiration of the waiting period
under antitrust laws and other customary conditions. Upon the
successful completion of the tender offer, Endo's acquisition
subsidiary will be merged into BioSpecifics, and any remaining
shares of BioSpecifics will be canceled and converted into the
right to receive the same consideration payable pursuant to the
tender offer. The transaction is expected to close in late
2020 and Endo expects to fund the transaction with cash on
hand. The transaction has been unanimously approved by the
boards of directors of both companies.
Endo's financial advisor is PJT Partners LP and legal counsel is
Skadden, Arps, Slate, Meagher & Flom LLP.
About Endo International plc
Endo International plc (NASDAQ: ENDP) is a specialty
pharmaceutical company committed to helping everyone we serve live
their best life through the delivery of quality, life-enhancing
therapies. Our decades of proven success come from a global team of
passionate employees collaborating to bring the best treatments
forward. Together, we boldly transform insights into treatments
benefiting those who need them, when they need them. Endo has
global headquarters in Dublin,
Ireland and U.S. headquarters in Malvern, Pennsylvania. Learn more at
www.endo.com or connect with us on LinkedIn.
About BioSpecifics Technologies
Corp.
BioSpecifics Technologies Corp. is a
commercial-stage biopharmaceutical company. BioSpecifics discovered
and developed a proprietary form of injectable collagenase (CCH),
which is currently marketed by Endo, as XIAFLEX® in
North America for the treatment of
Dupuytren's contracture and Peyronie's disease. Endo announced that
it received FDA approval of CCH for the treatment of moderate to
severe cellulite in the buttocks of adult women; Qwo™ is expected
to be available commercially in the U.S. starting in the first half
of 2021. The CCH research and development pipeline includes several
additional potential indications including adhesive capsulitis and
plantar fibromatosis. For more information, please
visit www.biospecifics.com.
Forward Looking Statement
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 and Canadian securities legislation. Statements including
words such as "believes," "expects," "anticipates," "intends,"
"estimates," "plan," "will," "may," "look forward," "intend,"
"guidance," "future" or similar expressions are forward-looking
statements. These forward-looking statements include, among others,
statements relating to Endo's or BioSpecifics Technologies Corp.'s
future financial performance, business prospects and strategy,
including the tender offer, the merger, the ability to successfully
complete such transactions and other similar matters. Actual
results could differ materially from those contained in these
forward-looking statements for a variety of reasons, including,
among others, the risks and uncertainties inherent in the tender
offer and the merger, including, among other things, regarding how
many of BioSpecifics Technologies Corp.'s stockholders will tender
their shares in the tender offer, the possibility that competing
offers will be made, the ability to obtain requisite regulatory
approvals relating to the acquisition, the ability to satisfy the
conditions to the closing of the tender offer and the merger, the
expected timing of the tender offer and the merger, the risk of
stockholder litigation relating to the transaction, including
resulting expense or delay, difficulties or unanticipated expenses
in connection with integrating BioSpecifics Technologies Corp.'s
operations into Endo's and the possibility that anticipated
synergies and other benefits of the transaction will not be
realized in the amounts anticipated, within the expected timeframe
or at all, the effect of the announcement of the tender offer and
the merger on Endo's and BioSpecifics Technologies Corp.'s business
relationships, competition, including technological advances, new
products and patents attained by competitors, challenges to
patents, the occurrence of any event, change or other circumstances
that could give rise to the termination of the Merger Agreement,
the expected tax treatment of the transaction, challenges inherent
in product research and development, clinical trial outcomes and
quality, availability and affordability of products, and other
circumstances beyond Endo's and BioSpecifics Technologies Corp.'s
control. You should not place undue reliance on these forward
looking statements. Certain of these and other risks and
uncertainties are discussed in Endo's and BioSpecifics Technologies
Corp.'s filings with the Securities and Exchange Commission ("SEC")
and, in Endo's case, with securities regulators in Canada on the System for Electronic Document
Analysis and Retrieval, including the Schedule TO (including the
offer to purchase, letter of transmittal and related documents)
Endo will file with the SEC, the Solicitation/Recommendation
Statement on Schedule 14D-9 BioSpecifics Technologies Corp. will
file with the SEC and their respective Form 10-K's and 10-Q's under
the caption "Risk Factors" and as otherwise enumerated therein.
Endo assumes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future
developments or otherwise, except as may be required under
applicable securities laws.
Additional Information and Where to Find It
The tender offer has not yet commenced. This press release is
for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell any shares of common stock
of BioSpecifics Technologies Corp. or any other securities, nor is
it a substitute for the tender offer materials that Endo and Beta
Acquisition Corp. ("Merger Sub") will file with the SEC upon
commencement of the tender offer. At the time the tender offer is
commenced, Endo and Merger Sub will file tender offer materials on
Schedule TO, including an offer to purchase, a letter of
transmittal and related documents with the SEC, and BioSpecifics
Technologies Corp. will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the offer.
The offer to purchase all of the issued and outstanding shares of
BioSpecifics Technologies Corp. common stock will only be made
pursuant to the offer to purchase, the letter of transmittal, and
related documents filed as a part of the Schedule TO. THE TENDER
OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS OF BIOSPECIFICS
TECHNOLOGIES CORP. ARE URGED TO READ CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION SUCH
HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for
free at the SEC's website at www.sec.gov. Copies of the documents
filed with the SEC by Endo will be available free of charge on
Endo's website. In addition, security holders of BioSpecifics
Technologies Corp. may obtain free copies of the tender offer
materials by contacting the information agent for the tender offer
that will be named in the Tender Offer Statement on Schedule TO.
Copies of the documents filed with the SEC by BioSpecifics
Technologies Corp. will be available free of charge on BioSpecifics
Technologies Corp.'s website.
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