On December 2, 2020, Endo International plc, a public limited company incorporated in Ireland (“Endo”), issued a press release announcing the completion of the transactions contemplated pursuant to the previously disclosed Agreement and Plan of Merger, entered into by and among Endo, Beta Acquisition Corp., a Delaware corporation and a wholly-owned indirect subsidiary of Endo (“Merger Sub”), and BioSpecifics Technologies Corp., a Delaware corporation (“BioSpecifics”), dated as of October 19, 2020 (the “Merger Agreement”).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on November 2, 2020, Merger Sub commenced a tender offer to acquire all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”) of BioSpecifics, at a price of $88.50 per Share (the “Offer Price”), net to the holder thereof in cash, subject to reduction for any applicable withholding taxes and without interest (the “Offer”). As of one minute after 11:59 PM, New York time, on December 1, 2020, when the Offer expired, approximately 6,159,975 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer, representing approximately 82.8% of the outstanding Shares on a fully diluted basis (not including 365,128 Shares delivered through notices of guaranteed delivery, representing approximately 4.9% of the outstanding Shares on a fully diluted basis). With all conditions to the Offer satisfied, on December 2, 2020, Merger Sub accepted for purchase all of the Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer.
Following consummation of the Offer, on December 2, 2020, Merger Sub merged with and into BioSpecifics (the “Merger”) in accordance with Section 251(h) of the Delaware General Corporation Law without a vote on the adoption of the Merger Agreement by BioSpecifics’ stockholders, with BioSpecifics continuing as the surviving corporation in the Merger and thereby becoming a wholly-owned subsidiary of Endo. The Merger became effective on December 2, 2020, following the filing of the certificate of merger with the Secretary of State of the State of Delaware.
As a result of the Merger, the Shares ceased to be traded on the Nasdaq Global Select Market, effective as of market open on December 2, 2020.
The foregoing descriptions of the Offer, the Merger and the Merger Agreement in this Item 8.01 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit (d)(1) to Endo’s tender offer statement on Schedule TO, filed with the Securities and Exchange Commission on November 2, 2020, and is incorporated herein by reference.
A copy of the press release issued by Endo is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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