Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
October 19 2020 - 9:28AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
BioSpecifics Technologies Corp.
(Name of Subject Company)
BioSpecifics
Technologies Corp.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
090931106
(CUSIP Number
of Class of Securities)
2 Righter Parkway
Delaware Corporate Center II
Wilmington, DE 19803
(516) 593-7000
(Name, address and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
With
copies to:
Carl A. Valenstein
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, MA 02210
(617) 341-7501
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender
offer.
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The information set forth under Items 1.01, 8.01 and 9.01 of the Current Report on Form
8-K filed by BioSpecifics Technologies Corp. on October 19, 2020 (including all exhibits thereto) is incorporated herein by reference.
Additional Information and Where to Find It
On October 19, 2020, BioSpecifics Technologies Corp., a Delaware corporation (the Company), entered into an Agreement and Plan of Merger (the
Merger Agreement) with Endo International plc, a public limited liability company incorporated in Ireland (Parent), and Beta Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent
(Purchaser). Pursuant to the Merger Agreement, and on the terms and subject to the conditions thereof, Purchaser will commence a tender offer (the Offer). The Offer described above 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, Purchaser, or the Company will file with the SEC. The solicitation and the offer to buy the
Company Shares 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 Parent intends to cause Purchaser 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 Offer. Once filed, investors will be able to obtain a free copy of these materials and other
documents filed by Parent, 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 Companys 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 SECs website at www.sec.gov. Additional copies may be obtained for free by contacting the Company
or Parent, 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
Companys internet website at https://investors.biospecifics.com/investors/financials/sec-filings/default.aspx.
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