Item 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by replacing the second and third paragraphs under
the heading titled “Antitrust Compliance” on page 37 with the following paragraphs:
“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 a 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 expired in the ordinary course at 11:59 p.m., New York time,
on November 17, 2020. Accordingly, the Antitrust Condition (as defined, and described more fully, in the Offer to Purchase under Section 15 “— Conditions to the Offer”) has been satisfied. The Offer continues to be subject
to the remaining conditions set forth in the Offer to Purchase.
Even though the requisite waiting period under the HSR Act has expired,
at any time before or after consummation of the Offer and the Merger, the Antitrust Division or the FTC could take such action under the antitrust laws as either deems necessary or desirable in the public interest, including seeking to enjoin the
purchase of Shares in the Offer (and the Merger), the divestiture of Shares purchased in the Offer and Merger or the divestiture of substantial assets of Endo, the Company or any of their respective subsidiaries or affiliates. At any time before or
after the completion of the Offer and the Merger, and notwithstanding the expiration of the waiting period under the HSR Act, any state may also bring legal action under federal and state antitrust laws and consumer protection laws as it deems
necessary. Private parties may also bring legal action under the antitrust laws under certain circumstances. There can be no assurance that a challenge to the Offer and the Merger on antitrust grounds will not be made or, if such a challenge is
made, the result thereof.”
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following paragraphs as the second and
third paragraphs under the heading “Legal Proceedings” on page 37:
“On November 7, 2020, a purported stockholder of the
Company filed a complaint in the United States District Court of the Eastern District of New York against the Company and its directors, captioned Michael Azzopardi v. BioSpecifics Technologies Corp., et al., Case No. 1:20-cv-05417-UNA. The
complaint is against the same defendants as Shiva Stein v. BioSpecifics Technologies Corp., et al. filed on November 2, 2020. 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 allegedly 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) declaration of the defendants’ violation of Sections 14(e), 14(d)(4), and 20(a) of the Exchange Act and Rule 14d-9; and (d) an award of costs and
disbursements of the complaint, including reasonable attorneys’ fees and expert fees and expenses.
On November 17, 2020, a purported
stockholder of the Company filed a complaint in the United States District Court for the District of Delaware against the Company, the Company’s directors, Endo, and Purchaser captioned Alex Ciccotelli v. BioSpecifics Technologies Corp., et
al., Case No. 1:20-cv-01545-UNA. The complaint is against the Company, the Company’s directors, Endo, and Purchaser. 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; (b) rescission, to the extent already implemented, of the Merger Agreement or any of the terms thereof, or rescissory damages; (c) directing the individual defendants to
file a solicitation statement that does not contain any untrue statements of material fact and that states all material facts required in it or necessary to make the statements contained therein not misleading; (d) declaration of the
defendants’ violation of Sections 14(e), 14(d), and 20(a) of the Exchange Act and Rule 14d-9; and (e) an award of costs and disbursements of the complaint, including reasonable attorneys’ fees and expert fees.”