WILMINGTON, Del., Oct. 19, 2020 /PRNewswire/ -- BioSpecifics
Technologies Corp. (NASDAQ: BSTC) announced today that it has
entered into a definitive merger agreement under which Endo
International plc (NASDAQ: ENDP) will acquire BioSpecifics for an
estimated equity value of approximately $658.0 million ($540.0
million in enterprise value net of cash on hand), or
$88.50 per share in cash. The
transaction was unanimously approved by both BioSpecifics' and
Endo's Boards of Directors and is anticipated to close during the
fourth quarter of 2020.
BioSpecifics to be Acquired by Endo Pharmaceuticals
"BioSpecifics Technologies Corp. pioneered the development of
collagenase-based therapies, which has resulted in a robust
injectable collagenase (CCH) portfolio, consisting of
XIAFLEX® to treat the vast number of diseases and
medical conditions caused by the excess accumulation of collagen
and Qwo™ for the treatment of cellulite," said Joseph Truitt, Chief Executive Officer of
BioSpecifics.
"Today's announcement marks a great outcome for all BioSpecifics
stakeholders, and is the result of the Company's successful value
creation strategy executed by the management team and the Board of
Directors. The Company has worked tremendously hard to deliver this
excellent result and is grateful for the abiding support of its
employees, partners and shareholders," said Jennifer Chao, Chairman of the Board of
Directors.
Terms of the Agreement
Under the terms of the merger
agreement, Endo, through a wholly-owned subsidiary, will commence
an all-cash tender offer for all outstanding shares of BioSpecifics
common stock at a price of $88.50 per
share. The closing of the tender offer will be subject to a number
of conditions, including that a majority of BioSpecifics' shares
are tendered in the tender offer, the expiration of the waiting
period under antitrust laws and other customary closing
conditions.
Promptly following the completion of the tender offer, Endo's
acquisition subsidiary will be merged into BioSpecifics, with any
remaining shares of BioSpecifics common stock to be canceled and
converted into the right to receive consideration of $88.50. The merger agreement includes a remedy of
specific performance and is not subject to a financing
condition.
Advisors
Centerview Partners LLC acted as the
exclusive financial advisor to BioSpecifics and Morgan, Lewis &
Bockius LLP is serving as legal counsel.
About BioSpecifics Technologies Corp.
BioSpecifics
Technologies Corp. is a commercial-stage biopharmaceutical company.
The Company discovered and developed a proprietary form of
injectable collagenase ("CCH"), which is currently marketed by the
Company's partner, 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.
About Endo International plc
Endo International plc
(NASDAQ: ENDP) is a specialty pharmaceutical company committed to
helping everyone they serve live their best life through the
delivery of quality, life-enhancing therapies. Endo's decades of
proven success come from a global team of passionate employees
collaborating to bring the best treatments forward. Together, Endo
boldly transforms 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. For more information, please visit
www.endo.com.
Additional Information and Where to Find It
The tender
offer referenced in this communication has not yet commenced. This
communication is not an offer to buy nor a solicitation of an offer
to sell any securities of the Company nor is it a substitute for
any tender offer materials that Endo, the Endo acquisition
subsidiary, or the Company will file with the U.S. Securities and
Exchange Commission (the "SEC"). The solicitation and the offer to
buy the shares of BioSpecifics common stock will only be made
pursuant to a tender offer statement on Schedule TO, including an
offer to purchase, a letter of transmittal, and other related
materials that Endo intends to cause its acquisition subsidiary to
file with the SEC. In addition, the Company will file with the SEC
a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Once filed, investors will be able to
obtain a free copy of these materials and other documents filed by
Endo, Purchaser, and the Company with the SEC at the website
maintained by the SEC at www.sec.gov. Investors may also obtain, at
no charge, any such documents filed with or furnished to the SEC by
the Company under the "Investors" section of the Company's website
at www.biospecifics.com. INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 OF THE
COMPANY AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS
RELATING TO THE OFFER AND THE MERGER THAT ARE FILED WITH THE SEC,
CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH
RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE OFFER BECAUSE
THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND
CONDITIONS OF THE OFFER.
The offer to purchase, the related letter of transmittal and the
solicitation/recommendation statement will be made available free
of charge at the SEC's website at www.sec.gov. Additional copies
may be obtained for free by contacting the Company or Endo, as
applicable. Copies of the documents filed with the SEC by the
Company, including the Solicitation/Recommendation Statement on
Schedule 14D-9, will be available free of charge on the Company's
internet website at
https://investors.biospecifics.com/investors/financials/sec-filings/default.aspx.
Forward-Looking Statements
The statements included
above that are not a description of historical facts are
forward-looking statements. Words or phrases such as "believe,"
"may," "could," "will," "estimate," "continue," "anticipate,"
"intend," "seek," "plan," "expect," "should," "would," or similar
expressions are intended to identify forward-looking statements.
These forward-looking statements include, without limitation,
statements regarding the planned completion and timing of the
transactions contemplated by the Merger Agreement, the intent,
belief, and current expectations of the Company and members of its
senior management team and Board of Directors, potential
indications, research and development plans, indications in
development, and the occurrence and timing of the commercial launch
of Qwo™. Risks and uncertainties that could cause results to differ
from expectations include: (i) uncertainties as to the timing of
the tender offer by Endo and the subsequent merger; (ii) the risk
that the tender offer or the subsequent merger may not be completed
in a timely manner or at all; (iii) uncertainties as to the
percentage of the Company's stockholders tendering their shares in
the tender offer; (iv) the possibility that competing offers or
acquisition proposals for the Company will be made; (v) the
possibility that any or all of the various conditions to the
consummation of the tender offer or the subsequent merger may not
be satisfied or waived, including the failure to receive any
required regulatory approvals from any applicable governmental
entities (or any conditions, limitations, or restrictions placed on
such approvals); (vi) the occurrence of any event, change, or other
circumstance that could give rise to the termination of the merger
agreement; (vii) the effect of the announcement or pendency of the
transactions contemplated by the merger agreement on the Company's
ability to retain and hire key personnel, its ability to maintain
relationships with whom it does business, or its operating results
and business generally; (viii) risks related to diverting
management's attention from the Company's ongoing business
operations; (ix) the risk that stockholder litigation in connection
with the transactions contemplated by the merger agreement may
result in significant costs of defense, indemnification, and
liability; (x) other business effects, including the effects of
industry, economic or political conditions outside of the Company's
control; (xi) transaction costs; (xii) actual or contingent
liabilities; (xiii) adverse impacts on business, operating results
or financial condition in the future due to pandemics, epidemics or
outbreaks, such as COVID-19; and (xiv) risks and uncertainties
pertaining to the Company's business, including, without
limitation, the risks and uncertainties detailed in the Company's
Annual Report on Form 10-K for the year ended December 31, 2019, its Quarterly Report on Form
10-Q for the period ended June 30,
2020, and its other filings with the SEC, as well as the
tender offer materials to be filed by Endo and the Endo acquisition
subsidiary and the Solicitation/Recommendation Statement on
Schedule 14D-9 to be filed by the Company in connection with the
tender offer.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
All forward-looking statements are qualified in their entirety by
this cautionary statement and the Company undertakes no obligation
to revise or update these statements to reflect events or
circumstances after the date hereof, except as required by law.
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SOURCE BioSpecifics Technologies Corp.