Endo International plc (NasdaqGS:ENDP) entered into an agreement and plan of merger to acquire BioSpecifics Technologies Corp. (NasdaqGM:BSTC) from Edwin H. Wegman Marital Trust, Renaissance Technologies Corp., BlackRock, Inc. (NYSE:BLK) and others for approximately $650 million on October 19, 2020. Under the terms of the consideration, the transaction will be settled for a payment of $88.5 per security acquired, in cash. The transaction represents an enterprise value of $540 million (net of approximately $120 million in cash acquired). Endo will fund the transaction with cash on hand. Post completion of the transaction, BioSpecifics will become a wholly owned subsidiary of Endo. Biospecifics will be liable to pay a termination fees of $23.04 million to Endo if it enters into a definitive agreement with respect to a superior proposal, or certain other triggering events. The transaction is subject to the expiration or termination of any waiting period the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or under any other antitrust law of a governmental authority of competent and applicable jurisdiction in Ireland; not less than a majority of shares of BioSpecifics common stock being tendered; other customary conditions. The transaction has been unanimously approved by the Boards of Endo and BioSpecifics.

As of November 2, 2020, Endo has commenced the tender offer. The offer will initially remain open for 20 business days from the date of commencement of the offer. As per filing dated November 2, 2020, the tender offer is scheduled to expire on December 1, 2020 unless the offer is extended or earlier terminated. As of November 17, 2020, the waiting period under the HSR Act for the transaction expired. Accordingly, the antitrust condition has been satisfied. The transaction is expected to close in late 2020. The transaction is an accretive all-cash-transaction and will enhance Endo's adjusted EBITDA.

PJT Partners, LP acted as financial advisor for Endo. Brandon Van Dyke, Douglas Nemec, Resa Schlossberg, Erica Schohn, Audrey Sokoloff and B. Chase Wink of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for Endo. Carl A. Valenstein, Celia Soehner, Jeff Letalien and Sean Donahue of Morgan, Lewis & Bockius LLP acted as legal advisors for BioSpecifics. Centerview Partners LLC acted as financial advisor and fairness opinion provider for BioSpecifics. Worldwide Stock Transfer, LLC acted as transfer agent for BioSpecifics. D.F. King & Co., Inc. acted as information agent and Computershare Trust Company, NA acted as depository bank for Endo. ClearView Healthcare Partners LLC acted as the advisor for management and Endo International plc on the value of future pipeline CCH indications.

Endo International plc (NasdaqGS:ENDP) completed the acquisition of BioSpecifics Technologies Corp. (NasdaqGM:BSTC) from Edwin H. Wegman Marital Trust, Renaissance Technologies Corp., BlackRock, Inc. (NYSE:BLK) on December 1, 2020. As reported, approximately 6.2 million 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 0.37 million) shares delivered through notices of guaranteed delivery, representing approximately 4.9% of the outstanding Shares on a fully diluted basis). On December 2, all of the shares that were validly tendered and not validly withdrawn in accordance with the terms of the offer were accepted for purchase. BioSpecifics Technologies Corp. will become a wholly- owned subsidiary of Endo. As a result of the merger, BioSpecifics shares ceased to be traded on the Nasdaq Global Select Market, effective as of market open on December 2, 2020.