Item 11. Additional Information.
The Offer to Purchase and Item 11 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Offer to Purchase, are
hereby amended and supplemented by adding the following sentences to the end of the second paragraph under the heading United States Antitrust Laws in Section 16Certain Legal Matters; Regulatory Approvals of the
Offer to Purchase:
The required waiting period under the HSR Act with respect to the transactions contemplated by the Merger
Agreement expired at 11:59 p.m., New York time, on November 17, 2020, without the imposition of a Burdensome Condition. Accordingly, the Antitrust Condition (as defined in Section 15Conditions to the Offer) has been
satisfied.
The Offer to Purchase and Item 11 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the
Offer to Purchase, are hereby amended and supplemented by replacing the paragraph under the heading Litigation in Section 16Certain Legal Matters; Regulatory Approvals of the Offer to Purchase with the following:
Litigation. On November 2, 2020, a purported stockholder of BioSpecifics filed a complaint in the United States District
Court for the District of Delaware against BioSpecifics and its directors, captioned Shiva Stein v. BioSpecifics Technologies Corp., et al., Case No. 1:20-cv-01491-UNA (the Shiva Complaint). On November 7, 2020, a purported stockholder of BioSpecifics filed a complaint in the United States District Court for the Eastern
District of New York against BioSpecifics and its directors, captioned Michael Azzopardi v. BioSpecifics Technologies Corp., et al., Case No. 1:20-cv-05417
(the Azzopardi Complaint). On November 17, 2020, a purported stockholder of BioSpecifics filed a complaint in the United States District Court for the District of Delaware against BioSpecifics and its directors, Endo and
Purchaser, captioned Alex Ciccotelli v. BioSpecifics Technologies Corp., et al., Case No. 1:20-cv-01545-UNA (the Ciccotelli Complaint).
The complaints allege that the Schedule 14D-9 (as filed with the SEC by BioSpecifics 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 Shiva
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 BioSpecifics 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.
The Azzopardi 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 and disseminate certain material information to BioSpecifics stockholders; (b) rescission, to the extent already implemented, of the
Merger Agreement or any of the terms thereof, or rescissory damages; (c) declaration that the defendants violated Sections 14(e), 14(d)(4) and 20(a) of the Exchange Act, and Rule 14d-9 promulgated thereunder; and (d) an award of reasonable
costs and expenses of the complaint, including counsel fees and expenses and expert fees.
The Ciccotelli 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) the filing of 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 that the defendants violated Sections 14(e), 14(d) and 20(a) of the Exchange Act, and Rule 14d-9 promulgated thereunder; and (e) an award of costs of the complaint, including reasonable allowance for attorneys fees
and expert fees.
Additional complaints may be filed against BioSpecifics, the BioSpecifics Board, Endo and/or Purchaser in connection with
the transactions contemplated by the Merger Agreement, the Schedule TO and the Schedule 14D-9. If such additional complaints are filed, absent new or different allegations that are material, Endo and Purchaser will not necessarily announce such
additional complaints.
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