Benzinga | Oct 19, 2020 07:34AM EDT

To Acquire Endo Pharmaceuticals BioSpecifics For $88.50/Share In Cash

- All cash transaction at $88.50 per share totaling $658 million in equity value -





WILMINGTON, Del., Oct. 19, 2020 /PRNewswire/ -- BioSpecifics Technologies Corp. (NASDAQ:BSTC) announced today that it has entered into a definitive merger agreement under which Endo International plc (NASDAQ:ENDP) will acquire BioSpecifics for an estimated equity value of approximately $658.0 million ($540.0 million in enterprise value net of cash on hand), or $88.50 per share in cash. The transaction was unanimously approved by both BioSpecifics' and Endo's Boards of Directors and is anticipated to close during the fourth quarter of 2020.



BioSpecifics to be Acquired by Endo Pharmaceuticals

"BioSpecifics Technologies Corp. pioneered the development of collagenase-based therapies, which has resulted in a robust injectable collagenase (CCH) portfolio, consisting of XIAFLEX(r) to treat the vast number of diseases and medical conditions caused by the excess accumulation of collagen and Qwo(tm) for the treatment of cellulite," said Joseph Truitt, Chief Executive Officer of BioSpecifics.

"Today's announcement marks a great outcome for all BioSpecifics stakeholders, and is the result of the Company's successful value creation strategy executed by the management team and the Board of Directors. The Company has worked tremendously hard to deliver this excellent result and is grateful for the abiding support of its employees, partners and shareholders," said Jennifer Chao, Chairman of the Board of Directors.

Terms of the Agreement

Under the terms of the merger agreement, Endo, through a wholly-owned subsidiary, will commence an all-cash tender offer for all outstanding shares of BioSpecifics common stock at a price of $88.50 per share. The closing of the tender offer will be subject to a number of conditions, including that a majority of BioSpecifics' shares are tendered in the tender offer, the expiration of the waiting period under antitrust laws and other customary closing conditions.

Promptly following the completion of the tender offer, Endo's acquisition subsidiary will be merged into BioSpecifics, with any remaining shares of BioSpecifics common stock to be canceled and converted into the right to receive consideration of $88.50. The merger agreement includes a remedy of specific performance and is not subject to a financing condition.