Item 8. ADDITIONAL INFORMATION.
Item 8 Additional Information of the Schedule 14D-9 is hereby amended and supplemented by adding under a
new section entitled Expiration of the Offer; Closing of the Merger before the heading Cautionary Note Regarding Forward-Looking Statements on page 38 of the Schedule 14D-9 the
following paragraphs:
The Offer and related withdrawal rights expired at one minute after 11:59 p.m., New York time, on December 1, 2020.
Computershare Trust Company, N.A. the depositary and paying agent for the Offer, advised Purchaser and the Company that, as of the expiration of the Offer, a total of 6,159,975 Shares were validly tendered and not validly withdrawn, representing
approximately 82.8 percent of the Shares then outstanding on a fully diluted basis as of the expiration of the Offer. In addition, the depositary has advised Purchaser that, as of the Expiration Time, notices of guaranteed delivery had been received
for 365,128 Shares, representing approximately 4.9 percent of the then outstanding Shares on a fully diluted basis.
As of the expiration of the Offer,
the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition (as defined in the Offer to Purchase and the Merger Agreement), and all other conditions to the Offer were satisfied or waived.
Immediately after the expiration of the Offer, Purchaser irrevocably accepted for payment, and will promptly pay for, all Shares tendered and not validly withdrawn pursuant to the Offer.
Following the expiration of the Offer and acceptance for payment of the Shares validly tendered and not validly withdrawn pursuant to the Offer, on
December 2, 2020, Endo, Purchaser and the Company consummated the Merger pursuant to the terms of the Merger Agreement in accordance with Section 251(h) of the DGCL, without a vote on the adoption of the Merger Agreement by the
Companys stockholders. As a result of the Merger, the separate corporate existence of Purchaser ceased and the Company continued as the surviving corporation in the Merger under the name BioSpecifics Technologies Corp., thereby
becoming a wholly-owned subsidiary of Endo.
At the effective time of the Merger, each outstanding Share (other than Excluded Shares) were automatically
converted into the right to receive $88.50, in cash, without interest.
The Shares will be de-listed from, and will cease to trade on Nasdaq. The Company
and Endo intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of the Companys reporting obligations under the Exchange Act.
On December 2, 2020, Endo issued a press release announcing the expiration and results of the Offer and the consummation of the Merger and the Company issued
a press release announcing the completion of the Offer and the Merger. The press releases of Endo and the Company announcing the expiration and results of the Offer and the consummation of the Merger are attached as Exhibit (a)(5)(C) and Exhibit
(a)(5)(D) hereto, respectively, and are incorporated herein by reference.
Item 9. EXHIBITS.
Item 9 Exhibits of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:
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Exhibit
No.
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Description
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(a)(5)(C)
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Press Release issued by Endo International plc, dated December 2, 2020, announcing the expiration and results of the Offer and the consummation of the Merger (incorporated herein by reference to Exhibit (a)(5)(D) of the Schedule
TO-T/A filed by Endo International plc with the SEC on December 2, 2020).
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(a)(5)(D)
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Press Release issued by the Company, dated December 2, 2020, announcing the completion of the Offer and the Merger.*
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