DUBLIN, Nov. 18, 2020 /PRNewswire/ -- Endo
International plc (Nasdaq: ENDP) ("Endo") today announced
the expiration of the required waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"), in connection with the previously announced
tender offer by Beta Acquisition Corp., a wholly-owned indirect
subsidiary of Endo ("Merger Sub"), to acquire all of the
outstanding shares of common stock, par value $0.001 per share (the "Shares") of BioSpecifics
Technologies Corp. (Nasdaq: BSTC) ("BioSpecifics"), at a
price of $88.50 per Share (the
"Offer Price"), net to the holder in cash, without interest
and less any applicable withholding taxes (the "Offer"). The
Offer, which commenced on November 2,
2020, is being made pursuant to the previously announced
Agreement and Plan of Merger, dated October
19, 2020, by and among Endo, Merger Sub and BioSpecifics (as
it may be amended from time to time, the "Merger
Agreement").
With the expiration of the waiting period under the HSR Act, the
transaction is expected to close in early December 2020, subject to the satisfaction of all
remaining closing conditions set forth in the Merger Agreement.
Unless extended or earlier terminated, the Offer is scheduled to
expire at one minute after 11:59 PM,
New York time, on December 1, 2020, which is the 20th
business day following the commencement of the Offer.
Following the completion of the Offer, Endo expects to
consummate a merger of Merger Sub with and into BioSpecifics as
soon as practicable, in which Shares that have not been tendered in
the Offer will be acquired by Endo and cancelled and converted into
the right to receive the Offer Price. The Merger Agreement was
approved by the Boards of Directors of both Endo and BioSpecifics.
The BioSpecifics Board of Directors has recommended that
BioSpecifics' stockholders tender their Shares pursuant to the
Offer.
About Endo
Endo International plc 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.
Additional Information and Where to Find It
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 of BioSpecifics or any other securities. The
solicitation and the Offer has been made pursuant to a tender offer
statement on Schedule TO, as amended, including an offer to
purchase, a letter of transmittal and other related documents that
Endo has filed with the Securities and Exchange Commission (the
"SEC"). In addition, BioSpecifics filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9, as
amended, with the SEC with respect to the Offer. The Offer to
purchase the Shares 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, as amended. 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
CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS OF BioSpecifics ARE
URGED TO READ CAREFULLY BECAUSE THE OFFER MATERIALS CONTAIN
IMPORTANT INFORMATION SUCH STOCKHOLDERS SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The tender
offer materials and the Solicitation/Recommendation Statement are
available free of charge at the SEC's website at www.sec.gov.
Copies of the documents filed with the SEC by Endo are available
free of charge on Endo's website. In addition, security holders of
BioSpecifics may obtain free copies of the tender offer materials
by contacting the information agent for the Offer that has been
named in the Tender Offer Statement on Schedule TO. Copies of the
documents filed with the SEC by BioSpecifics are available free of
charge on BioSpecifics' website.
Cautionary Statement on Forward-Looking Statements
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' future financial
performance, business prospects and strategy, including the 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 Offer and the Merger, including,
among other things, regarding how many of BioSpecifics'
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 Offer
and the Merger, the expected timing of the 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' 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 Offer and the Merger on Endo's
and BioSpecifics' 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' 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' filings
with the SEC and, in Endo's case, with securities regulators in
Canada on the System for
Electronic Document Analysis and Retrieval, including the Schedule
TO, as amended (including the offer to purchase, letter of
transmittal and related documents) Endo filed with the SEC, the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended
BioSpecifics filed with the SEC and their respective Form 10-Ks and
10-Qs 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.
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