Case 1:20-cv-09718-AT Document 1 Filed 11/18/20 Page 1 of 14
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
`
`Case No.:
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`JURY TRIAL DEMANDED
`
`COMPLAINT FOR VIOLATIONS
`OF FEDERAL SECURITIES LAWS
`
`KENNETH JACOBS,
`
` Plaintiff,
` v.
`
`BIOSPECIFICS TECHNOLOGIES
`CORP., JENNIFER CHAO, MICHAEL
`SCHAMROTH, PAUL GITMAN, MARK
`WEGMAN, TOBY WEGMAN, JOSEPH
`TRUITT, MIKE SHERMAN, and
`COREY FISHMAN,
`
` Defendants.
`
`Plaintiff, by his undersigned attorneys, for this complaint against defendants,
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`alleges upon personal knowledge with respect to himself, and upon information and belief
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`based upon, inter alia, the investigation of counsel as to all other allegations herein, as
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`follows:
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`BACKGROUND
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`1.
`
`This action concerns a proposed transaction announced on October 19,
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`2020 pursuant to which BioSpecifics Technologies Corp. (“BSTC or the “Company”) will
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`be acquired by Endo International PLC (“Endo”) and Beta Acquisition Corp. (“Beta”).
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`2.
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`On October 19, 2020, BSTC’s Board of Directors (the “Board” or
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`“Individual Defendants”) caused the Company to enter into an agreement and plan of
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`merger (the “Merger Agreement”), pursuant to which Endo and Beta commenced a tender
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`offer to purchase all of BSTC’s outstanding common stock for $ 88.50 per share in cash
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`(the “Tender Offer”).
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`3.
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`On November 2, 2020, in order to convince BSTC’s stockholders to tender
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`Case 1:20-cv-09718-AT Document 1 Filed 11/18/20 Page 2 of 14
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`their shares, defendants authorized the filing of a materially incomplete and misleading
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`Schedule 14D-9 Solicitation/Recommendation Statement (the “Solicitation Statement”)
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`with the United States Securities and Exchange Commission (“SEC”).
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`4.
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`The Solicitation Statement omits material information with respect to the
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`Tender Offer, which renders the Solicitation Statement false and misleading. Accordingly,
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`Plaintiff alleges herein that defendants violated Sections 14(d), 14(e), and 20(a) of the
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`Securities Exchange Act of 1934 (the “1934 Act”) in connection with the Solicitation
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`Statement.
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`5.
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`In addition, the Tender Offer is scheduled to expire one-minute following
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`11:59 p.m., Eastern Time, on December 1, 2020 (the “Expiration Time”). It is imperative
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`that the material information that has been omitted from the Solicitation Statement is
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`disclosed to the Company’s stockholders prior to the Expiration Time so they can properly
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`determine whether to tender their shares.
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`JURISDICTION & VENUE
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`6.
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`This Court has jurisdiction over the claims asserted herein pursuant to
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`Section 27 of the 1934 Act and 28 U.S.C. §1331 because the claims asserted herein arise
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`under Sections 14(d), 14(e) and 20(a) of the 1934 Act and Rule 14d-9.
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`7.
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`This Court has jurisdiction over defendants because each defendant is
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`either a corporation that conducts business in this District, or is an individual with sufficient
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`minimum contacts with this District so as to make the exercise of jurisdiction by this Court
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`permissible under traditional notions of fair play and substantial justice. Venue is proper
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`in this District under Section 27 of the Exchange Act, 15 U.S.C. § 78aa, as well as under
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`28 U.S.C. § 1391, because, among other things: (a) the conduct at issue will have an effect
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`Case 1:20-cv-09718-AT Document 1 Filed 11/18/20 Page 3 of 14
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`in this District; (b) a substantial portion of the transactions and wrongs complained of
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`herein, occurred in this District; and (c) certain defendants have received substantial
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`compensation in this District by doing business here and engaging in numerous activities
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`that had an effect in this District. Additionally, the Company’s common stock trades on
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`the NASDAQ, which is headquartered in this District.
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`THE PARTIES
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`8.
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`Plaintiff is, and has been continuously throughout all times relevant hereto,
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`an owner of BSTC common stock.
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`9.
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`Defendant BSTC is a Delaware corporation and a party to the Merger
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`Agreement. BSTC common stock is traded on the NASDAQ under the ticker symbol
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`“BSTC.”
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`10.
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`Defendant Joseph Truitt is Chief Executive Officer and a director of the
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`Company.
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`11.
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`12.
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`13.
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`14.
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`15.
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`16.
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`17.
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`Defendant Jennifer Chao is Chairman of the Board of the Company.
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`Defendant Michael Schamroth is a director of the Company.
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`Defendant Paul Gitman is a director of the Company.
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`Defendant Mark Wegman is a director of the Company.
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`Defendant Toby Wegman is a director of the Company.
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`Defendant Mike Sherman is a director of the Company.
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`Defendant Corey Fishman is a director of the Company.
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`FACTS
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`18.
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`BSTC is a commercial-stage biopharmaceutical company. The Company
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`discovered and developed a proprietary form of injectable collagenase (CCH) which is
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`Case 1:20-cv-09718-AT Document 1 Filed 11/18/20 Page 4 of 14
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`currently marketed by BSTC’s partner, Endo International plc (Endo), as XIAFLEX® in
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`the U.S. for the treatment of Dupuytren’s contracture and Peyronie’s disease. The
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`Company was founded in 1990 with its corporate headquarters at 2 Righter Parkway, Suite
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`200, Wilmington, Delaware 19803.
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`19.
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`Endo develops, manufactures, and distributes prescription pharmaceutical
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`products. The Company offers products for insomnia, pain, urology, men's and women's
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`health, pelvic pain, dermatology, and orthopedics. Endo has global headquarters in Dublin,
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`Ireland and U.S. headquarters in Malvern, Pennsylvania.
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`20.
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`On October 19, 2020, BSTCs’ Board caused the Company to enter into the
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`Merger Agreement.
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`21.
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`According to the press release announcing the Tender Offer:
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`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 Technologies Corp. pioneered
`the
`development of collagenase-based therapies, which has resulted in a robust
`injectable collagenase (CCH) portfolio, consisting of XIAFLEX® to treat
`the vast number of diseases and medical conditions caused by the excess
`accumulation of collagen and Qwo™ for the treatment of cellulite,” said
`Joseph Truitt, Chief Executive Officer of BioSpecifics.
`
`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.
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`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.
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`Advisors
`
`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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`22.
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`The Offer Price is unfair because, among other things, the intrinsic value
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`of the Company is in excess of the amount the Company’s stockholders will receive in
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`connection with the Tender Offer.
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`23.
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`It is therefore imperative that the Company’s common stockholders
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`receive the material information that defendants have omitted from the Solicitation
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`Statement so that they can meaningfully assess whether to tender their shares.
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`24.
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`Section 6.2 of the Merger Agreement provides for a no solicitation clause
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`that prevents BSTC from soliciting alternative proposals and constraints its ability to
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`negotiate with potential buyers:
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`(a) Subject to Section 6.2(c), at all times during the period commencing on
`the date of this Agreement and continuing until the earlier to occur of the
`termination of this Agreement pursuant to Article IX and the Effective
`Time, neither the Company nor any of its Subsidiaries shall, nor shall they
`authorize or permit any of their respective Representatives to, directly or
`indirectly, (i) solicit, initiate, knowingly encourage, or knowingly facilitate
`or assist, any inquiry, proposal or offer, or the making, submission or
`announcement of any inquiry, proposal or offer, that constitutes or would
`reasonably be expected to lead to an Acquisition Proposal, (ii) make
`available any non-public information relating to the Company or any of its
`Subsidiaries, or afford access to the business, properties, assets, books,
`records or other non-public information, or to any personnel, of the
`Company or any of its Subsidiaries, in each case, to any Person (other than
`Parent, Merger Sub or any designees or Representatives of Parent or Merger
`Sub), in connection with any inquiry, proposal or offer that constitutes or
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`would reasonably be expected to lead to an Acquisition Proposal, (iii)
`participate or engage in any discussions or negotiations with any Person
`with respect to any inquiry, proposal or offer that constitutes, or would
`reasonably be expected to lead to, an Acquisition Proposal, (iv) adopt,
`approve or enter into any merger agreement, purchase agreement, letter of
`intent, memorandum of understanding or similar agreement or Contract
`with respect to an Acquisition Transaction (other than an Acceptable
`Confidentiality Agreement), or (v) resolve or agree to do any of the
`foregoing. Subject to Section 6.2(c), during the period commencing on the
`date of this Agreement and continuing until the earlier to occur of the
`termination of this Agreement pursuant to Article IX and the Effective
`Time, the Company and its Subsidiaries shall, and shall cause its and their
`Representatives to, immediately cease and cause to be terminated any
`discussions or negotiations that may be ongoing with any Person (other than
`Parent, Merger Sub and their Representatives) conducted prior to the date
`of this Agreement with respect to any inquiry, proposal or offer that
`constitutes or would reasonably be expected to lead to any Acquisition
`Proposal. Promptly after the date of this Agreement, the Company will
`terminate access by any Person (other than Parent, Merger Sub and their
`Representatives) to any physical or electronic data room relating to a
`potential Acquisition Proposal (or prior discussions in respect of a potential
`Acquisition Proposal) and request that each Person (other than Parent,
`Merger Sub and their Representatives) that has executed a confidentiality
`agreement (other than the Confidentiality Agreement) relating to a potential
`Acquisition Proposal (or prior discussions in respect of a potential
`Acquisition Proposal) promptly return to the Company or destroy all non-
`public documents and materials containing non-public information of the
`Company and its Subsidiaries that has been furnished by the Company or
`any of its Representatives to such Person. Notwithstanding anything to the
`contrary contained in this Agreement, the Company and its Representatives
`may inform a Person that has made or is considering making an Acquisition
`Proposal of the provisions of this Section 6.2.
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`25.
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`In addition, Section 8.3 of the Merger Agreement requires BSTC to pay a
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`
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`$23,040,000.00 “termination fee” to Endo in the event this agreement is terminated by
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`BSTC and improperly constrains the Company from obtaining a superior offer.
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`26.
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`Defendants filed the Solicitation Statement with the SEC in connection
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`with the Tender Offer. As alleged herein, the Solicitation Statement omits material
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`information, which renders the Solicitation Statement false and misleading.
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`27.
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`First, the Solicitation Statement omits material information regarding
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`BSTC’s financial projections.
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`28.
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`With respect to BSTC’s financial projections, the Solicitation Statement
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`fails to disclose (i) all line items used to calculate EBIT; (ii) a reconciliation of all non-
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`GAAP to GAAP metrics; (iii) projected net income; (iv) the risk adjustments made to the
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`projections, including the “internal assumptions about the probability of technical success
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`and regulatory approvals and commercialization of XIAFLEX® for additional indications
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`and other relevant factors related to the Company’s long-range operating plan”; and (v) the
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`unadjusted projections.
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`29.
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`The disclosure of projected financial information is material information
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`necessary for BSTC stockholders to gain an understanding of the basis for any projections
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`as to the future financial performance of the company. In addition, this information is
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`material and necessary for stockholders to understand the financial analyses performed by
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`the Company’s financial advisors rendered in support of any fairness opinion.
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`30.
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`Second, the Solicitation Statement omits material information regarding
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`the analyses performed by the Company’s financial advisor in connection with the
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`Proposed Transaction, Centerview Partners LLC (“Centerview”).
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`31.
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`With respect to Centerview’s Selected Public Company Analysis, the
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`Solicitation Statement fails to disclose (i) the specific bases for selecting each of the
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`companies observed; and (ii) the individual metrics for each company observed. This
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`information must be disclosed to make the Solicitation Statement not materially misleading
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`to BTSC stockholders and provide stockholders with full and relevant information in
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`considering whether to tender their shares.
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`32.
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`With respect to Centerview’s Analyst Price Target Analysis, the
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`Solicitation Statement fails to disclose the source of the price target used in the analysis.
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`This information must be disclosed to make the Solicitation Statement not materially
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`misleading to BTSC stockholders and provide stockholders with full and relevant
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`information in considering whether to tender their shares.
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`33.
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`With respect to Centerview’s Discounted Cash Flow Analysis, the
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`Solicitation Statement fails to disclose: (i) the individual inputs and assumptions
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`underlying the range of discount rates from 7.5% to 9.5%; (ii) the forecasted risk-adjusted,
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`after-tax unlevered free cash flows of the Company over the period beginning on January
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`1, 2021 and ending on December 31, 2028 utilized by Centerview and all underlying line
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`items; (iii) the terminal values of the Company; and (iv) the number of fully diluted
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`outstanding shares of the Company. This information must be disclosed to make the
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`Solicitation Statement not materially misleading to BTSC stockholders and provide
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`stockholders with full and relevant information in considering whether to tender their
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`shares.
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`34.
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`When a banker’s endorsement of the fairness of a transaction is touted to
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`shareholders, the valuation methods used to arrive at that opinion as well as the key inputs
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`and range of ultimate values generated by those analyses must also be fairly disclosed.
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`35.
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`The omission of the above-referenced material information renders the
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`Solicitation Statement false and misleading.
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`36.
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`The above-referenced omitted
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`information,
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`if disclosed, would
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`significantly alter the total mix of information available to the Company’s stockholders.
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`CLAIMS FOR RELIEF
`
`COUNT I
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`(AGAINST ALL DEFENDANTS FOR VIOLATIONS OF SECTION 14(e) OF THE
`EXCHANGE ACT)
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`37.
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`Plaintiff incorporates each and every allegation set forth above as if fully
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`
`
`set forth herein.
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`38.
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`Section 14(e) of the 1934 Act states, in relevant part, that:
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`It shall be unlawful for any person to make any untrue statement of a
`material fact or omit to state any material fact necessary in order to make
`the statements made, in the light of the circumstances under which they are
`made, not misleading . . . in connection with any tender offer or request or
`invitation for tenders[.]
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`39.
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`Defendants disseminated the misleading Solicitation Statement, which
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`contained statements that, in violation of Section 14(e) of the 1934 Act, in light of the
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`circumstances under which they were made, omitted to state material facts necessary to
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`make the statements therein not misleading.
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`40.
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`The Solicitation Statement was prepared, reviewed, and/or disseminated
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`by defendants.
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`41.
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`The Solicitation Statement misrepresented and/or omitted material facts in
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`connection with the Tender Offer as set forth above.
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`42.
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`By virtue of their positions within the Company and/or roles in the process
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`and the preparation of the Solicitation Statement, defendants were aware of this
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`information and their duty to disclose this information in the Solicitation Statement.
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`43.
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`The omissions in the Solicitation Statement are material in that a
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`reasonable shareholder will consider them important in deciding whether to tender their
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`Case 1:20-cv-09718-AT Document 1 Filed 11/18/20 Page 10 of 14
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`shares in connection with the Tender Offer. In addition, a reasonable investor will view a
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`full and accurate disclosure as significantly altering the total mix of information made
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`available.
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`44.
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`Defendants knowingly or with deliberate recklessness omitted the material
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`information identified above in the Solicitation Statement, causing statements therein to be
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`materially incomplete and misleading.
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`45.
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`By reason of the foregoing, defendants violated Section 14(e) of the 1934
`
`Act.
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`46.
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`Because of the false and misleading statements in the Solicitation
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`Statement, plaintiff is threatened with irreparable harm.
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`47.
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`Plaintiff has no adequate remedy at law.
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`COUNT II
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`(AGAINST ALL DEFENDANTS FOR VIOLATIONS OF SECTION 14(d) OF
`THE EXCHANGE ACT AND RULE 14d-9 PROMULGATED THEREUNDER)
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`48.
`
`Plaintiff incorporates each and every allegation set forth above as if fully
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`
`
`set forth herein.
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`49.
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`Section 14(d)(4) of the 1934 Act states:
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`Any solicitation or recommendation to the holders of such a security to
`accept or reject a tender offer or request or invitation for tenders shall be
`made in accordance with such rules and regulations as the Commission may
`prescribe as necessary or appropriate in the public interest or for the
`protection of investors.
`
`50.
`
`Rule 14d-9(d) states, in relevant part:
`
`Any solicitation or recommendation to holders of a class of securities
`referred to in section 14(d)(1) of the Act with respect to a tender offer for
`such securities shall include the name of the person making such solicitation
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`Case 1:20-cv-09718-AT Document 1 Filed 11/18/20 Page 11 of 14
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`or recommendation and the information required by Items 1 through 8 of
`Schedule 14D-9 (§ 240.14d-101) or a fair and adequate summary thereof[.]
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`Item 8 requires that directors must “furnish such additional information, if any, as may be
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`necessary to make the required statements, in light of the circumstances under which they
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`are made, not materially misleading.”
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`51.
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`The Solicitation Statement violates Section 14(d)(4) and Rule 14d-9
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`because it omits the material facts set forth above, which renders the Solicitation
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`Statement false and/or misleading.
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`52.
`
`Defendants knowingly or with deliberate recklessness omitted the
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`material information set forth above, causing statements therein to be materially
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`incomplete and misleading.
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`53.
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`The omissions in the Solicitation Statement are material to plaintiff, and
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`who will be deprived of his right to make a fully informed decision with respect to the
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`Tender Offer if such misrepresentations and omissions are not corrected prior to the
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`expiration of the Tender Offer.
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`COUNT III
`
`(AGAINST THE INDIVIDUAL DEFENDANTS FOR VIOLATIONS OF
`SECTION 20(a) OF THE EXCHANGE ACT)
`
`54.
`
`Plaintiff incorporates each and every allegation set forth above as if fully
`
`
`
`set forth herein.
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`55.
`
`The Individual Defendants acted as controlling persons of the Company
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`within the meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of
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`their positions as directors of the Company, and participation in and/or awareness of the
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`Company’s operations and/or intimate knowledge of the incomplete and misleading
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`statements contained in the Solicitation filed with the SEC, they had the power to influence
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`and control and did influence and control, directly or indirectly, the decision making of the
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`Company, including the content and dissemination of the various statements that Plaintiff
`
`contends are materially incomplete and misleading.
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`56.
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`Each of the Individual Defendants was provided with or had unlimited
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`access to copies of the Solicitation Statement and other statements alleged by Plaintiff to
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`be misleading prior to and/or shortly after these statements were issued and had the ability
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`to prevent the issuance of the statements or cause the statements to be corrected.
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`57.
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`In particular, each of the Individual Defendants had direct and supervisory
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`involvement in the day-to-day operations of the Company, and, therefore, is presumed to
`
`have had the power to control or influence the particular transactions giving rise to the
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`Exchange Act violations alleged herein, and exercised the same. The omitted information
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`identified above was reviewed by the Board prior to voting on the Tender Offer. The
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`Solicitation Statement at issue contains the unanimous recommendation of the Board to
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`approve the Tender Offer. The Individual Defendants were thus directly involved in the
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`making of the Solicitation Statement.
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`58.
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`In addition, as the Solicitation sets forth at length, and as described herein,
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`the Individual Defendants were involved in negotiating, reviewing, and approving the
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`Merger Agreement. The Solicitation purports to describe the various issues and
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`information that the Individual Defendants reviewed and considered. The Individual
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`Defendants participated in drafting and/or gave their input on the content of those
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`descriptions.
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`59.
`
`By virtue of the foregoing, the Individual Defendants have violated
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`Case 1:20-cv-09718-AT Document 1 Filed 11/18/20 Page 13 of 14
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`Section 20(a) of the Exchange Act.
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`60.
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`As set forth above, the Individual Defendants had the ability to exercise
`
`control over and did control a person or persons who have each violated Section 14(e) and
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`14(d) and Rule 14d-9, by their acts and omissions as alleged herein. By virtue of their
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`positions as controlling persons, these defendants are liable pursuant to Section 20(a) of
`
`the Exchange Act. As a direct and proximate result of Individual Defendants’ conduct,
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`Plaintiff will be irreparably harmed.
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`61.
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`Plaintiff has no adequate remedy at law.
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`PRAYER FOR RELIEF
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`WHEREFORE, Plaintiff prays for judgment and relief as follows:
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`A.
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`Preliminarily and permanently enjoining defendants and all persons
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`acting in concert with them from proceeding with, consummating, or closing the Tender
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`Offer;
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`B.
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`In the event defendants consummate the Tender Offer, rescinding it and
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`setting it aside or awarding rescissory damages;
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`C.
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`Directing the Individual Defendants to disseminate a Solicitation
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`Statement that does not contain any untrue statements of material fact and that states all
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`material facts required in it or necessary to make the statements contained therein not
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`misleading;
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`D.
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`Declaring that defendants violated Sections 14(e) and/or 20(d) of the
`
`1934 Act, as well as Rule 14d-9 promulgated thereunder;
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`E.
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`Awarding Plaintiff the costs of this action, including reasonable
`
`allowance for Plaintiff’s attorneys’ and experts’ fees; and
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`Case 1:20-cv-09718-AT Document 1 Filed 11/18/20 Page 14 of 14
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`F.
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`Granting such other and further relief as this Court may deem just and
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`proper.
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`JURY DEMAND
`
`Plaintiff hereby requests a trial by jury on all issues so triable.
`Dated: November 18, 2020
`MOORE KUEHN, PLLC
`
`
`/s/Justin Kuehn
`
`
`Justin A. Kuehn
`
`Fletcher W. Moore
`30 Wall Street, 8th floor
`
`
`New York, New York 10005
`
`Tel: (212) 709-8245
`
`jkuehn@moorekuehn.com
`
`fmoore@moorekuehn.com
`
`
`
`
`
`
`Attorneys for Plaintiff
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`14
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