Tel-Aviv Court Rules in Favor of Sun Pharmaceutical; No Special Tender Offer Necessary in Taro Offer
The Tel-Aviv Court yesterday rejected Taro's contention that Sun Pharmashould have conducted a "special tender offer" under Israeli Law. As aresult, Sun Pharma will be in a position to complete the previously announcedTender Offer by its subsidiary, Alkaloida Chemical Company Exclusive GroupLtd. (Alkaloida). Following the closing of the Tender Offer, all conditionsto Sun Pharma's Option Agreement to acquire all the shares held by thecontrolling shareholders of Taro will be satisfied and the controllingshareholders will have to deliver their shares.
In a well reasoned and comprehensive decision, Honorable Judge Dr. MichalAgmon-Gonen J. of the Tel-Aviv District Court ruled that it was "disingenuous"for Taro's directors to claim now, over a year after they approved thetransaction, that a special tender offer was required. The court stated thatthe directors should have "studied the agreements" prior to their beingsigned, and should have confirmed then that they were in the company's bestinterest. The court stated that the directors cannot claim now that theysuddenly decided a special tender offer is necessary.
Dilip Shanghvi, Chairman and Managing Director, Sun Pharma said, "It isclear based on yesterday's ruling that the lawsuit by Taro's independentdirectors was part of a calculated effort by Barry Levitt to avoid living upto his obligations under the Option Agreement. It is time for Dr. Levitt andhis family to live up to the contract and do what is required of them underthe Option Agreement."
With respect to those directors who are also shareholders, the courtstated that "these shareholders benefited from Sun's investment, whichbasically saved Taro from collapse," and characterized their conduct inchallenging Sun Pharma's exercise of its contractual option as "grave."
The court also ordered Taro and the other plaintiffs to pay Sun Pharma'scosts related to the litigation.
The complete terms and conditions of the tender offer are set out in theOffer to Purchase, which is filed with the U.S. Securities and ExchangeCommission. Taro shareholders may obtain copies of all of the offeringdocuments, including the Offer to Purchase, free of charge at the SEC'swebsite (www.sec.gov) or by directing a request to MacKenzie Partners, Inc.,the Information Agent for the offer, at 105 Madison Avenue, New York, New York10016, (212) 929-5500 (Call Collect) or Call Toll-Free (800) 322-2885, Email:email@example.com.
Greenhill & Co., LLC is acting as the Dealer Manager for the Tender Offerand MacKenzie is acting as the Information Agent for the Tender Offer.
About Sun Pharmaceutical Industries Ltd.
Established in 1983, listed since 1994 and headquartered in India, SunPharmaceutical Industries Ltd. (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE:SUNPHARMA, BSE: 524715) is an international, integrated, specialitypharmaceutical company. It manufactures and markets a large basket ofpharmaceutical formulations as branded generics as well as generics in India,U.S. and several other markets across the world. In India, the company is aleader in niche therapy areas of psychiatry, neurology, cardiology,diabetology, gastroenterology, and orthopedics. The company has strong skillsin product development, process chemistry, and manufacturing of complex API,as well as dosage forms. More information about the company can be found atwww.sunpharma.com.Contacts Uday Baldota Tel +91 22 6645 5645, Xtn 605 Tel Direct +91 22 66455605 Mobile +91 98670 10529 E mail
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