Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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As previously disclosed, on October 19, 2020, BioSpecifics Technologies Corp., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Endo International plc, a public limited liability company incorporated in Ireland (“Parent”), and Beta Acquisition Corp., a Delaware corporation and wholly-owned indirect subsidiary of Parent (“Purchaser”).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on November 2, 2020, Purchaser commenced a tender offer (the “Offer”), to acquire all of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Company Shares”), at a price of $88.50 per Company Share (the “Offer Price”), net to the holder thereof in cash, subject to reduction for any applicable withholding taxes and without interest.
The Offer expired at one minute after 11:59 p.m., New York time, on December 1, 2020. According to Computershare Trust Company, N.A., the depositary for the Offer, 6,159,975 Company Shares were validly tendered and not validly withdrawn in the Offer, representing approximately 82.8% of the outstanding Company Shares on a fully diluted basis (not including 365,128 Company Shares delivered through notices of guaranteed delivery, representing approximately 4.9% of the Company Shares outstanding on a fully diluted basis). The number of Company Shares tendered satisfied the condition to the Offer that there be validly tendered and not validly withdrawn prior to the expiration of the Offer a number of Company Shares that, together with the Company Shares then owned by Parent, Purchaser and their respective affiliates (if any), represents at least a majority of all then outstanding Company Shares on a fully diluted basis. All conditions to the Offer having been satisfied or waived, Parent and Purchaser accepted for payment all Company Shares validly tendered and not validly withdrawn.
Following the consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were satisfied or waived, and on December 2, 2020, Purchaser merged with and into the Company pursuant to Section 251(h) of the Delaware General Corporation Law, as amended (the “DGCL”) without a vote on the adoption of the Merger Agreement by the Company’s stockholders, with the Company being the surviving corporation (the “Merger”). At the effective time of the Merger (the “Effective Time”), each Company Share (other than any Company Shares (i) owned at the commencement of the Offer and immediately prior to the Effective Time by Parent, Purchaser, or the Company or any direct or indirect wholly-owned subsidiary thereof, (ii) irrevocably accepted for purchase pursuant to the Offer, or (iii) owned by Company stockholders who were entitled to demand and who properly and validly demanded their appraisal rights under Delaware law) was converted into the right to receive an amount in cash equal to the Offer Price, subject to reduction for any applicable withholding taxes and without interest.
At the Effective Time, each then outstanding option to acquire Company Shares (the “Company Options”), whether vested or not vested, was cancelled and converted into the right to receive a cash payment equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company Option immediately prior to the Effective Time, by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Option. At the Effective Time, each then outstanding restricted stock unit to acquire Company Shares (the “Company RSUs”), whether or not vested, became fully vested (to the extent unvested) and was converted into the right to receive a cash payment equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company RSU immediately prior to the Effective Time, by (y) the Offer Price.
The aggregate consideration paid by Purchaser to acquire the Company Shares in the Offer and Merger was approximately $650.0 million.
The foregoing description of the Merger Agreement and the transactions contemplated thereunder is not complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 19, 2020 and which is incorporated by reference herein.