MUMBAI, India & HAWTHORNE, N.Y.--(BUSINESS WIRE)--Aug. 12, 2012--
Sun Pharmaceutical Industries Ltd. (Reuters: SUN.BO, Bloomberg: SUNP IN,
NSE: SUNPHARMA, BSE: 524715) (“Sun Pharma”) and Taro Pharmaceutical
Industries Ltd. (NYSE: TARO) (“Taro”) announced today that they have
entered into a merger agreement together with certain affiliates of Sun
The merger agreement provides that all shareholders of Taro other than
Sun Pharma and its affiliates will receive a cash payment of $39.50 per
share upon the closing of the merger. Sun Pharma and its affiliates
collectively own approximately 66.0% of the outstanding Taro ordinary
shares and 100% of Taro’s founders shares, representing approximately
77.5% of the outstanding voting power in Taro.
Upon completion of the merger, Taro will become a privately held
company, will be wholly owned by affiliates of Sun Pharma, and its
ordinary shares will no longer be traded on the New York Stock Exchange.
The closing of the merger is subject to certain terms and conditions
customary for transactions of this type, including the affirmative vote
at the shareholder meeting to be convened to approve the merger (the
“Shareholder Meeting”) of (1) at least 75% of the voting power of the
Taro ordinary shares voting at the Shareholder Meeting, (2) at least 75%
of the voting power of the Taro founders shares voting at the
Shareholder Meeting and (3) at least 75% of the total voting power of
Taro (ordinary shares and founders shares together) voting at the
Shareholder Meeting, including at least a majority of the voting power
voted that is not held by Sun Pharma or its affiliates (unless the total
voting power of Taro held by holders other than interested shareholders
and voting against the merger does not exceed 2% of the total voting
power of Taro). In connection with the proposed transaction, Taro
intends to mail a proxy statement to its shareholders and to file
relevant materials with the United States Securities and Exchange
The merger agreement was approved by Taro’s Board of Directors based
upon the recommendations and approvals of the Special Committee of
Taro’s Board of Directors (the “Special Committee”) and the Audit
Committee of Taro’s Board of Directors. The Special Committee was
advised by its independent financial advisor Citigroup Global Markets
Inc. and its independent legal counsel Goldfarb Seligman & Co. as its
Israeli legal counsel and Willkie Farr & Gallagher LLP as its United
States legal counsel.
About Sun Pharmaceutical Industries Ltd.
Established in 1983, listed since 1994 and headquartered in India, Sun
Pharmaceutical Industries Ltd. is an international, integrated,
specialty pharmaceutical company. It manufactures and markets a large
basket of pharmaceutical formulations as branded generics as well as
generics in India, the United States and several other markets across
the world. In India, the company is a leader in niche therapy areas of
psychiatry, neurology, cardiology, gastroenterology, orthopedics and
ophthalmology. Sun Pharma has strong skills in product development,
process chemistry, and manufacturing of complex API, as well as dosage
forms. More information about Sun Pharma can be found at Sun Pharma’s
website at www.sunpharma.com.
About Taro Pharmaceutical Industries Ltd.
Taro Pharmaceutical Industries Ltd. is a multinational, science-based
pharmaceutical company, dedicated to meeting the needs of its customers
through the discovery, development, manufacturing and marketing of the
highest quality healthcare products. More information about Taro can be
found on Taro’s website at www.taro.com.
In connection with the proposed transaction, Taro will prepare a proxy
statement to be delivered to its shareholders. SHAREHOLDERS ARE STRONGLY
ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION.
SAFE HARBOR STATEMENT
Certain statements in this press release are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. These statements include, but are not limited to, statements that
do not describe historical facts and statements that refer or relate to
events or circumstances that Sun Pharma or Taro “estimates,” “believes,”
or “expects” to happen or similar language. The forward-looking
statements in this press release are based on the current expectations
of Sun Pharma and Taro and are made only as of the date of this press
release and involve certain risks and uncertainties that could cause
actual results to differ materially from future results that may be
expressed or implied by such forward-looking statements. Various factors
that could cause actual results to differ materially from those
expressed in such forward-looking statements include, but are not
limited to, risks associated with uncertainty as to whether the
transaction will be completed, the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement, potential litigation associated with the transaction,
the failure to obtain shareholder approval and the failure of either
party to meet the closing conditions set forth in the merger agreement.
Unless required by law, neither Sun Pharma nor Taro undertake any
obligations to update, change or revise any forward-looking statement,
whether as a result of new information, additional or subsequent
developments or otherwise.
Source: Taro Pharmaceutical Industries Ltd.
Sun Pharmaceutical Industries Ltd.
+91 22 6645 5645, Ext. 605
Tel Direct: +91 22 6645 5605
+91 98670 10529
Tel: +91 22 6645 5645, Ext. 606
Tel Direct: +91 22 6645
Mobile: +91 98219 23797
Pharmaceutical Industries Ltd.
William J. Coote
914 345 9001