DUBLIN, Nov. 2, 2020 /CNW/ -- Endo International plc
(Nasdaq: ENDP) ("Endo") today announced that Endo's
wholly-owned indirect subsidiary, Beta Acquisition Corp.
("Merger Sub"), has commenced its previously announced
tender offer 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, net to the holder in cash,
without interest and less any applicable withholding taxes (the
"Offer"). The Offer is being made pursuant to the 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").
The Merger Agreement provides, among other things, that as soon as
practicable following the consummation of the Offer and subject to
the satisfaction or waiver of specified conditions, Merger Sub will
be merged with and into BioSpecifics (the "Merger") in
accordance with Section 251(h) of the Delaware General
Corporation Law without a vote on the adoption of the Merger
Agreement by BioSpecifics' stockholders, with BioSpecifics
continuing as the surviving corporation in the Merger and thereby
becoming a wholly-owned subsidiary of Endo.
The board of directors of BioSpecifics has determined that the
Merger Agreement and the transactions contemplated therein,
including the Merger and the Offer, are advisable, fair to, and in
the best interests of BioSpecifics and BioSpecifics' stockholders,
and recommends that the stockholders of BioSpecifics tender their
shares.
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, unless the
Offer is extended or earlier terminated.
Complete terms and conditions of the Offer can be found in the
offer to purchase, the letter of transmittal and other related
materials that will be filed by Endo and Merger Sub with the
Securities and Exchange Commission ("SEC") on November 2, 2020. In addition, on November 2, 2020, BioSpecifics will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC relating to the Offer.
Copies of the offer to purchase, the letter of transmittal and
other related materials are available free of charge by contacting
D.F. King & Co., Inc., the information agent for the Offer,
toll-free at (888) 644-6071 and at the website maintained by the
SEC at www.sec.gov. Computershare Trust Company, N.A. is acting as
depositary and paying agent for 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.
About BioSpecifics
BioSpecifics 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.
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, nor
is it a substitute for the tender offer materials that Endo and
Merger Sub will file with the SEC upon commencement of the tender
offer on November 2, 2020. At the
time the 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 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' 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 ARE URGED TO READ CAREFULLY WHEN THE
OFFER MATERIALS BECOME AVAILABLE BECAUSE THE OFFER MATERIALS WILL
CONTAIN IMPORTANT INFORMATION SUCH STOCKHOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The
tender offer materials and the Solicitation/Recommendation
Statement will be made available free of charge 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 may obtain free copies
of the tender offer materials by contacting the information agent
for the Offer that will be named in the Tender Offer Statement on
Schedule TO. Copies of the documents filed with the SEC by
BioSpecifics will be 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 (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 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.
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SOURCE Endo International plc