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Item 8.
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ADDITIONAL INFORMATION.
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Item 8 of the Schedule 14D-9 is hereby amended and supplemented by replacing in its entirety the second paragraph
under the heading entitled “Antitrust Compliance” on page 37 to read as follows:
The purchase of Shares in the Offer is
subject to the provisions of the HSR Act and therefore cannot be completed until the Company and Endo each file an HSR Notification with the FTC and the Antitrust Division and the applicable waiting period has expired or been terminated. The Company
and Endo made the necessary filings with the FTC and the Antitrust Division on November 2, 2020. The waiting period under the HSR Act for the purchase of Shares in the Offer may not be completed until the expiration of a 15-calendar day waiting period (or if the date of expiration is not a business day, the next business day after such date), which will expire at 11:59 p.m., New York time, on November 17, 2020, unless the
waiting period is terminated earlier or extended by a Request for Additional Information and Documentary Material (a “Second Request”). If the FTC or Antitrust Division issues a Second Request prior to the expiration of the
initial waiting period, the parties must observe a 10-day waiting period, which would begin to run only after the acquiring party has certified substantial compliance with the Second Request, unless the
waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act rules. After that time, the waiting period may be
extended only by court order. The Merger will not require an additional filing under the HSR Act if Purchaser owns at least 50% of the outstanding Shares at the time of the Merger (which Purchaser expects to be the case if the Offer is consummated,
given the Minimum Condition) and if the Merger occurs within one year after the HSR Act waiting period applicable to the Offer expires or is terminated.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by replacing in its entirety the fourth paragraph
under the heading entitled “Antitrust Compliance” on page 37 to read as follows:
Endo and the Company also conduct business
outside of the United States. Based on a review of the information currently available relating to the countries and businesses in which Endo and the Company are engaged, Endo and Purchaser believe that no antitrust premerger notification filing is
required outside the United States. Further, Endo has determined that neither the requirements of the Competition Act 2002, as amended, of Ireland (the “Competition Act”) nor any other antitrust law of any governmental
authority of competent and applicable jurisdiction in Ireland apply to Purchaser’s acquisition of Shares in the Offer and the Merger. As a result, no approval of the Offer or the Merger is required under the Competition Act or any other
antitrust law of any governmental authority of competent and applicable jurisdiction in Ireland and no waiting period is applicable to the Offer or the Merger under the Competition Act or any other antitrust law of any governmental authority of
competent and applicable jurisdiction in Ireland. See Section 15—“Conditions to the Offer” of the Schedule TO.
Item 8 of the
Schedule 14D-9 is hereby amended and supplemented by replacing in its entirety the paragraph entitled “Legal Proceedings” on page 37 to read as follows:
Legal Proceedings
On November 2,
2020, a purported stockholder of the Company filed a complaint in the United States District Court for the District of Delaware against the Company and its directors, captioned Shiva Stein v. BioSpecifics Technologies Corp., et al., Case No. 1:20-cv-01491-UNA. The complaint names as defendants the Company and each member of the Company Board. The complaint alleges that the
Schedule 14D-9 (as filed with the SEC by the Company on November 2, 2020) is materially incomplete and contains misleading representations and information in violation of Sections 14(e), 14(d) and 20(a)
of the Exchange Act. The complaint seeks, among other things, (a) injunctive relief preventing the defendants from proceeding with, consummating or closing the transactions contemplated by the Merger Agreement, unless and until the defendants
disclose certain material information to the Company’s stockholders; (b) rescission, to the extent already implemented, of the Merger Agreement or any of the terms thereof, or rescissory damages; (c) damages resulting from the
defendants’ alleged wrongdoing; and (d) an award of costs and disbursements of the complaint, including reasonable attorneys’ fees and expert fees and expenses.