BioSpecifics to be acquired by Endo Pharmaceuticals


Merger agreement, approved by both boards, is expected to close before end of year

Endo International plc will acquire BioSpecifics Technologies Corp. in an all cash transaction totaling an estimated $658 million in equity value. The transaction was unanimously approved by the boards of both companies and is expected to close during the current quarter.

Under the terms of the 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.

Following completion of the tender offer, Endo's acquisition subsidiary will be merged into BioSpecifics, with any remaining shares of BioSpecifics common stock to be cancelled 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.

BioSpecifics Technologies Corp., based in Wilmington, DE, is a commercial-stage biopharmaceutical company. Endo International plc is a specialty pharmaceutical company with global headquarters in Dublin, Ireland and US headquarters in Malvern, PA.

Centerview Partners LLC acted as the exclusive financial advisor to BioSpecifics and Morgan, Lewis & Bockius LLP is serving as legal counsel.

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