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time, on December 1, 2020, when the Offer expired, approximately 6,159,975 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer, representing approximately 82.8% of the outstanding Shares on a fully diluted basis (not including 365,128 Shares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