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Filing Details

Accession Number:: 0000899243-20-032972
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-12-08 09:21:05
Reporting Period:: 2020-12-02

Accepted Time:: 2020-12-08 09:21:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
875622	Biospecifics Technologies Corp	BSTC	Pharmaceutical Preparations (2834)	113054851

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1593034	Plc International Endo	First Floor, Minerva House, Simmonscourt Road Ballsbridge, Dublin 4 L2		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-12-02	7,344,955	$88.50	100	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes

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time, on December 1, 2020, when the Offer expired, approximately 6,159,975 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer, representing approximately 82.8% of the outstanding Shares on a fully diluted basis (not including 365,128 Shares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Sub accepted for payment, and expects to as soon as practicable pay for, all Shares validly tendered and not properly withdrawn prior to the expiration of the Offer.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.