0000899243-20-032972.txt : 20201208
0000899243-20-032972.hdr.sgml : 20201208
20201208092105
ACCESSION NUMBER: 0000899243-20-032972
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201202
FILED AS OF DATE: 20201208
DATE AS OF CHANGE: 20201208
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Endo International plc
CENTRAL INDEX KEY: 0001593034
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34236
FILM NUMBER: 201374515
BUSINESS ADDRESS:
STREET 1: MINERVA HOUSE, SIMMONSCOURT ROAD
STREET 2: BALLSBRIDGE
CITY: DUBLIN 4
STATE: L2
ZIP: 00000
BUSINESS PHONE: 353-1-268-2000
MAIL ADDRESS:
STREET 1: MINERVA HOUSE, SIMMONSCOURT ROAD
STREET 2: BALLSBRIDGE
CITY: DUBLIN 4
STATE: L2
ZIP: 00000
FORMER NAME:
FORMER CONFORMED NAME: Endo International Ltd
DATE OF NAME CHANGE: 20131203
FORMER NAME:
FORMER CONFORMED NAME: Sportwell Ltd
DATE OF NAME CHANGE: 20131126
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BIOSPECIFICS TECHNOLOGIES CORP
CENTRAL INDEX KEY: 0000875622
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 113054851
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 35 WILBUR ST
CITY: LYNBROOK
STATE: NY
ZIP: 11563
BUSINESS PHONE: 302-842-8450
MAIL ADDRESS:
STREET 1: 2 RIGHTER PARKWAY, SUITE 200
CITY: WILMINGTON
STATE: DE
ZIP: 19803
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-12-02
0
0000875622
BIOSPECIFICS TECHNOLOGIES CORP
BSTC
0001593034
Endo International plc
FIRST FLOOR, MINERVA HOUSE,
SIMMONSCOURT ROAD
BALLSBRIDGE, DUBLIN 4
L2
IRELAND
0
0
1
0
Common Stock
2020-12-02
4
P
0
7344955
88.50
A
100
I
See Footnotes
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 19, 2020, by and among Endo International plc ("Parent"), Beta Acquisition Corp. ("Merger Sub") and BioSpecifics Technologies Corp. ("Issuer"), Merger Sub conducted a tender offer to acquire all of the outstanding shares of common stock, par value $0.001 per share ("Shares") of Issuer, 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time, on December 1, 2020, when the Offer expired, approximately 6,159,975 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer, representing approximately 82.8% of the outstanding Shares on a fully diluted basis (not including 365,128 Shares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). On December 2, 2020, Merger Sub accepted for payment, and expects to as soon as practicable pay for, all Shares validly tendered and not properly withdrawn prior to the expiration of the Offer. Pursuant to the Merger Agreement, on December 2, 2020, Merger Sub merged with and into Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without any stockholder vote, with Issuer surviving as a wholly-owned indirect subsidiary of Parent (the "Merger").
At the effective time of the Merger (the "Effective Time"), and as a result of the Merger, all outstanding shares of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time were converted into an aggregate of 100 shares of newly and validly issued, fully paid and non-assessable shares of common stock of Issuer, as the surviving corporation. Consequently, following the consummation of the Merger on December 2, 2020, Parent became the indirect owner of 100 shares of common stock of Issuer, representing the only outstanding capital of Issuer.
/s/ Matthew J. Maletta, as Executive Vice President, Chief Legal Officer and Company Secretary
2020-12-07