-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FXC1dEpgZvOs36/Ead7fjL8bFJjA7CBTt7uo5ogN5mBL9e9sRAA4z8emUVtEVPma gpMQmat1uJM5HbdCrimJ3A== 0000947871-09-000800.txt : 20091217 0000947871-09-000800.hdr.sgml : 20091217 20091217172406 ACCESSION NUMBER: 0000947871-09-000800 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20091217 DATE AS OF CHANGE: 20091217 GROUP MEMBERS: ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD GROUP MEMBERS: SUN PHARMA GLOBAL INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUN PHARMACEUTICAL INDUSTRIES LTD CENTRAL INDEX KEY: 0001197089 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SPARC AKOTA ROAD CITY: VADODARA STATE: K7 ZIP: 390020 BUSINESS PHONE: 01191228212128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TARO PHARMACEUTICAL INDUSTRIES LTD CENTRAL INDEX KEY: 0000906338 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49231 FILM NUMBER: 091247993 BUSINESS ADDRESS: STREET 1: 14 HAKTOR ST CITY: HAIFA BAY STATE: L3 ZIP: 26110 BUSINESS PHONE: 9143459001 MAIL ADDRESS: STREET 1: THREE SKYLINE DR CITY: HAWTHORNE STATE: NY ZIP: 10532 FORMER COMPANY: FORMER CONFORMED NAME: TARO VIT INDUSTRIES LTD /ISRAEL/ DATE OF NAME CHANGE: 19930601 SC 13D/A 1 ss80438_sc13da.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Amendment No. 12)
 
Under the Securities Exchange Act of 1934
 
 
TARO PHARMACEUTICAL INDUSTRIES LTD.
(Name of Issuer)
 
 
ORDINARY SHARES, PAR VALUE NIS 0.0001 PER SHARE
(Title of Class of Securities)
 
 
M8737E108
(CUSIP Number)
 
 
Mr. Sudhir V. Valia, Acme Plaza, Andheri Kurla Road, Andheri (East), Mumbai 400 059, India
(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
 
December 17, 2009
(Date of Event Which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
SCHEDULE 13D/A
 
CUSIP No.  M8737E108
  
Page 2 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
SUN PHARMACEUTICAL INDUSTRIES LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The Republic of India
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
18,143,927*
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
18,143,927
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,143,927
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.95%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
*            Includes 3,770,833 Ordinary Shares acquired by Alkaloida Chemical Company Exclusive Group Ltd. (“Alkaloida”), an indirect subsidiary of Sun Pharmaceutical Industries Ltd. (“Sun”), on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the share purchase agreement dated May 18, 2007 (“Purchase Agreement”), between Alkaloida and the Issuer, which entitled Alkaloida to acquire a total of 7,500,000 Ordinary Shares; 58,000 Ordinary Shares acquired by Sun Pharma Global, Inc. (“Sun Pharma”), a direct wholly-owned subsidiary of Sun, on July 11, 2007 and 500 Ordinary Shares acquired by Sun Pharma on July 23, 2007, in each case in open market transactions; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the warrant, dated May 18, 2007, issued by the Issuer to Sun (the “Original Warrant”); 3,712,557 Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes Investment Partners, L.P., for and on behalf of certain of its investment advisory clients (“Brandes”); and 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from Harel Insurance Company Limited (“Harel”).  This amount also includes 3,787,500 Ordinary Shares which Alkaloida has the right to acquire pursuant to a warrant issued to Sun by the Issuer on August 2, 2007 (“Warrant No. 2”).  On December 1, 2009, Sun exercised Warrant No. 2 and nominated Alkaloida to purchase the underlying shares at the exercise price stated in Warrant No. 2 of $6.00 per share.  By letter dated December 1, 2009, the Issuer refused to issue such shares, citing an opinion of counsel to the Issuer to the effect that exercise of Warrant No. 2 would violate the temporary injunction issued by the Supreme Court of Israel in connection with ongoing litigation between Sun, Alkaloida, the Issuer and other related parties (the “STO Litigation”) and would require the approval of the Israel Land Administration and possibly other governmental authorities.
 
**    Based on 39,460,257 Ordinary Shares outstanding as of June 30, 2008 as reported by the Issuer in its Solicitation/Recommendation Statement filed on Schedule 14D-9 on July 10, 2008; and an additional 3,787,500 Ordinary Shares that should have been issued to Alkaloida on December 1, 2009 upon exercise of Warrant No. 2.
 
 
SCHEDULE 13D/A
 
CUSIP No.  M8737E108
  
Page 3 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
SUN PHARMA GLOBAL INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
18,143,927*
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
18,143,927
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,143,927
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.95%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
*            Includes 3,770,833 Ordinary Shares acquired by Alkaloida on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the Purchase Agreement; 58,000 Ordinary Shares acquired by Sun Pharma on July 11, 2007 and 500 Ordinary Shares acquired by Sun Pharma on July 23, 2007, in each case in open market transactions; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the Original Warrant; 3,712,557 Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes; and 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from Harel.  This amount also includes 3,787,500 Ordinary Shares which Alkaloida has the right to acquire pursuant to Warrant No. 2.  On December 1, 2009, Sun exercised Warrant No. 2 and nominated Alkaloida to purchase the underlying shares at the exercise price stated in Warrant No. 2 of $6.00 per share.  By letter dated December 1, 2009, the Issuer refused to issue such shares, citing an opinion of counsel to the Issuer to the effect that exercise of Warrant No. 2 would violate the temporary injunction issued by the Supreme Court of Israel in connection with the STO Litigation and would require the approval of the Israel Land Administration and possibly other governmental authorities.
 
**    Based on 39,460,257 Ordinary Shares outstanding as of June 30, 2008 as reported by the Issuer in its Solicitation/Recommendation Statement filed on Schedule 14D-9 on July 10, 2008; and an additional 3,787,500 Ordinary Shares that should have been issued to Alkaloida on December 1, 2009 upon exercise of Warrant No. 2.
 
 
SCHEDULE 13D/A
 
CUSIP No.  M8737E108
  
Page 4 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The Republic of Hungary
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
18,085,427*
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
18,085,427
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,085,427
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.82%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
*           Includes 3,770,833 Ordinary Shares acquired by Alkaloida on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the Purchase Agreement; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the Original Warrant; 3,712,557 Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes; and 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from Harel.  This amount also includes 3,787,500 Ordinary Shares which Alkaloida has the right to acquire pursuant to Warrant No. 2.  On December 1, 2009, Sun exercised Warrant No. 2 and nominated Alkaloida to purchase the underlying shares at the exercise price stated in Warrant No. 2 of $6.00 per share.  By letter dated December 1, 2009, the Issuer refused to issue such shares, citing an opinion of counsel to the Issuer to the effect that exercise of Warrant No. 2 would violate the temporary injunction issued by the Supreme Court of Israel in connection with the STO Litigation and would require the approval of the Israel Land Administration and possibly other governmental authorities.
 
**    Based on 39,460,257 Ordinary Shares outstanding as of June 30, 2008 as reported by the Issuer in its Solicitation/Recommendation Statement filed on Schedule 14D-9 on July 10, 2008; and an additional 3,787,500 Ordinary Shares that should have been issued to Alkaloida on December 1, 2009 upon exercise of Warrant No. 2.
 
 
This Amendment No. 12 amends and supplements the Statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on July 3, 2007 (the “Original Schedule 13D”); the Amendment No. 1 to the Original Schedule 13D, filed on July 25, 2007 (the “Amendment No. 1”); the Amendment No. 2 to the Original Schedule 13D, filed on August 2, 2007 (the “Amendment No. 2”); the Amendment No. 3 to the Original Schedule 13D, filed on February 19, 2008 (the “Amendment No. 3”); the Amendment No. 4 to the Original Schedule 13D, filed on May 29, 2008 (the “Amendment No. 4”); the Amendment No. 5 to the Original Schedule 13D, filed on June 5, 2008 (the “Amendment No. 5”); the Amendment No. 6 to the Original Schedule 13D, filed on June 24, 2008 (the “Amendment No. 6”); the Amendment No. 7 to the Original Schedule 13D, filed on June 25, 2008 (the “Amendment No. 7”); the Amendment No. 8 to the Original Schedule 13D, filed on December 2, 2009 (the “Amendment No. 8”); the Amendment No. 9 to the Original Schedule 13D, filed on December 11, 2009 (the Amendment No. 9”); the Amendment No. 10 to the Original Schedule 13D, filed on December 14, 2009 (the “Amendment No. 10”); and the Amendment No. 11 to the Original Schedule 13D, filed on December 15, 2009 (the “Amendment No. 11”, together with the Original Schedule 13D, the Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4, the Amendment No. 5, the Amendment No. 6, the Amendment No. 7, the Amendment No. 8, the Amendment No. 9 and the Amendment No. 10, the “Schedule 13D”), with respect to the Ordinary Shares, par value NIS .0001 per share (the “Ordinary Shares”), of Taro Pharmaceutical Industries Ltd., an Israeli corporation (the “Issuer”), whose principal executive offices are located at Italy House, Euro Park, Yakum 60972, Israel.  Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
 
Item 4. Purpose of Transaction.
 
The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph after the last paragraph of Item 4:
 
“In connection with the Annual General Meeting of the Issuer’s shareholders scheduled for December 31, 2009, Sun sent a letter to the Issuer’s shareholders and a proxy card to the Issuer’s registered shareholders on December 17, 2009.  The shareholder letter and proxy card are filed hereto as Exhibits 99.27 and 99.28, respectively.”
 
Item 7. Materials to be Filed as Exhibits.
 
Exhibit No.
Description
 
99.27
Text of letter, dated December 17, 2009, from Sun to the Issuer’s shareholders.
 
99.28
Proxy card sent from Sun to the Issuer’s registered shareholders.

 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:
 

December 17, 2009
SUN PHARMACEUTICAL INDUSTRIES LTD.
   
   /s/ Sudhir V. Valia
 
Signature
   
  Mr. Sudhir V. Valia
  Director
  Name/Title
   
   
 
SUN PHARMA GLOBAL, INC.
   
   /s/ Harin Mehta
  Signature
   
  Mr. Harin Mehta
  Director
  Name/Title
   
   
 
ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LIMITED.
   
   /s/ Harin Mehta
  Signature
   
  Mr. Harin Mehta
  Director
 
Name/Title
   
 

EXHIBIT INDEX
 
 
Exhibit No.
Description
 
99.27
Text of letter, dated December 17, 2009, from Sun to the Issuer’s shareholders.
 
99.28
Proxy card sent from Sun to the Issuer’s registered shareholders.
 
 
 

 

 

 EX-99.27 2 ss80436_ex9927.htm LETTER

17/B, Mahal Industrial Estate,
Mahakali Caves Road,
Andheri (East), Mumbai 400 093 India
Tel.: (91-22)  6645 5645
Fax.: (91-22) 6645 5685
 

 
December 17, 2009
 
Dear Fellow Taro Shareholder:
 
In the normal course of events, there really wouldn’t be a need for me to write to you, especially at this time of the year.  However, it is the time of year that Taro Pharmaceutical Industries Ltd. holds its Annual General Meeting (“AGM”), this year, on December 31, 2009.  In addition to sending the customary proxy statement with Board recommendations on the proposed resolutions, Dr Barrie Levitt, Chairman of the Board of Directors of Taro has made special efforts in spreading lies and misrepresentations about Sun Pharma with, of course, the overt support of the rest of the Taro Board.
 
In our view, the sole purpose of Dr Levitt’s letters is obvious: To take your attention away from the “all encompassing” protection being proposed to be given to “independent directors” as part of a payback for their complicity in illegally perpetuating control by the Levitt/Moros family over Taro in violation of contracts signed by the family.
 
As you are well aware, Taro shareholders do not have reliable and valid financial data for now almost 7 years, starting 2003.  This failure is a result of the performance of these supposedly independent directors, as members of the Board, in discharging their fiduciary duties towards shareholders.  Instead of working to correct the situation, they now want all Taro shareholders to pay for any damage claims made against them for this failure.  I am hopeful that this can be prevented.  We urge you to vote at the AGM and reject all such moves of the Levitt/Moros family.  While I have little doubt that you will see through this web of distortions, I am writing this letter to set the record straight.  Let me attempt to state or clarify our position on some of the more relevant issues.
 
Denial of vote to shareholders
LEVITTS AGREED TO SELL THEIR STAKE TO SUN, EITHER WAY
 
As you know, Sun entered into a merger agreement with Taro in May 2007 following a Board approved competitive auction process.  At the time, Taro admitted to facing a dire financial crisis and Dr Levitt stated in a letter to shareholders that unless additional cash was raised or its debt restructured, it “may be forced to seek relief under applicable liquidation statutes.”  In good faith, Sun agreed to provide Taro a lifeline of almost US$60 million cash, at Dr. Levitt’s request, in the form of an equity investment.  This was in exchange for the option to purchase the Taro shares held by the Levitt/Moros family at $7.75 per share if the merger were not consummated.  It was a simple deal, in our view.
 
From the moment Taro received Sun’s money, the Levitt/Moros family, with the cooperation of the rest of the Board, has tried to avoid its contractual obligations.  Despite the tale woven by Dr. Levitt, the fact is that Taro’s shareholders never rejected Sun’s merger.  They were never given the opportunity to vote.  To accept or reject requires a vote and Taro’s Board gave one excuse after another to indefinitely delay holding the shareholders meeting required to vote on the merger.  No such shareholder meeting was held.  Sun’s well meaning attempts at dialogue
 
Registered Office : SPARC, Tandalja, Vadodara – 390 020.  India
Corporate Office : Acme Plaza, Andheri – Kurla Road, Andheri (East), Mumbai – 400 059.  India

 
 
with Taro, including a discussion on price, were rebuffed.  Ultimately, Taro purported to terminate the merger agreement.
 
Shareholder wealth
A STUDY IN CONTRAST
 
 
Dr Levitt tries to paint a grim picture of Sun’s performance vis-a-vis shareholder returns.  Here are some facts for a more balanced perspective.  Six years ago, Taro was 1.5 times more valuable than Sun.  Today, Sun is 17 times more valuable than Taro.  In these past 6 years, Taro’s share price has decreased 86%, resulting in the loss of $1.6 billion of shareholder value.  This represents a direct loss of $1.4 billion to shareholders outside the Levitt/Moros family, whose interests are purportedly being protected by Taro’s Board.
 
By way of contrast, over that same time, Sun’s share price increased 406%, leading to a $5.1 billion increase in value for Sun shareholders.
 
Four of the most senior executives in Taro are family members.  While ordinary shareholders of Taro have never received a dividend in Taro’s long history, over the years, members of the Levitt/Moros family have been paid many millions of dollars in salary and bonuses for a performance that brought Taro to the brink of bankruptcy.
 
No compulsion on minority shareholders to sell
THEY MAY PREFER SUN
 
Dr. Levitt’s recent letters to shareholders are riddled with misrepresentations, false statements and omissions, including that the upcoming Annual Meeting involves a vote about Sun’s tender offer and that we at Sun are trying to coerce shareholders to tender their shares.  This is simply not true.
 
Dr. Levitt claims that Sun is trying to take over Taro “by every conceivable means.”  What Dr. Levitt tries to obscure is that he signed the option agreement to sell his shares to Sun at $7.75 per share.  He conveniently forgets to mention that the purpose of our tender offer is to comply with the terms of that option agreement.  To avoid a situation where the exercise of the option agreement allowed the Levitt/Moros family to receive a premium while the public shareholders received nothing, the option agreement expressly provides that Sun must make a tender offer at the option price of $7.75 before purchasing shares from the Levitt/Moros family.  Let me clarify: Contrary to the impression being created by Barrie Levitt, there is no compulsion on minority shareholders to tender their shares into the offer.  While Sun stands committed to accepting all shares tendered in the offer, even if zero shares are tendered, it is members of the Levitt/Moros family that will be obligated to transfer their Taro shares to Sun upon the closing of the offer as per the agreement they signed.  Hence, it is in the interest of the Levitt/Moros family to prolong the close of the tender offer.
 

 
 
What are these directors hiding?
SEEKING PROTECTION AGAINST FAILURE TO PERFORM DUTY
 
UNRELIABLE DATA
  
While Dr. Levitt asks shareholders to re-elect the existing directors of Taro on the basis of Taro’s financial turnaround and exceptional growth since 2007, in the next breath he notes that the financial information he relies on for that assertion is unaudited, unreviewed and subject to change.  A sampler to highlight the unreliability of the numbers: Taro has reported cash as of December 31, 2008 differently three times so far this year.  The latest correction witnessed a drop of approximately $5 million from $78.093 million on August 10 to $73.161 million on December 2.
As
Reported
on
Cash as on
31-Dec-08
(in 000
Difference
(in 000
USD)
2-Feb-09
78,052
  
8-Oct-09
78,093
41
2-Dec-09
73,161
(4,891)
 
In fact, you are well aware that Taro has not produced audited financial statements for fiscal years 2006, 2007 or 2008 and, by its own admission, the previously issued audited financial statements for the years 2003, 2004 and 2005 “can no longer be relied upon”.  The current Board has missed its own deadlines time after time, and year after year.  At the extraordinary shareholders meeting held on September 14, 2009, specifically called to discuss the status of the audit, not only did Taro’s auditors decline to be present, but Taro was still unable to predict when audited financials would be available.
 
There are only two explanations for the failure to produce reliable audited financials year after year – the current directors are totally incompetent or they are hiding something.  Either way, these directors should be held accountable for their inability to satisfy one of the most fundamental responsibilities of a Board.  If these restatements and failure to publish audited financials are not enough to cause concern, the proposal to exempt certain directors from any legal responsibility for, among other things, their failure to produce reliable audited financial statements should sound the alarm.
 
Are these directors promoting your interests?
USING YOUR MONEY TO HELP THE LEVITT/MOROS FAMILY
 
Rather than working in good faith and in the interests of all shareholders, the actions of the independent directors have been to aid the Levitt/Moros family in trying to renege on its contractual obligations.  The Levitt/Moros family is the sole beneficiary of the Israeli litigation brought by Taro and its independent directors to seek a declaratory ruling that Sun’s tender offer must comply with the “special tender offer” rules under the Israeli Companies Law, and effectively delay the closing of the option agreement.  While the case is still pending appeal, the disparity between Sun’s “good faith” investment in Taro that saved Taro from insolvency and the “lack of good faith” displayed by Taro’s directors in their attempt to block the tender offer, was declared unequivocally by the District Court of Tel-Aviv in its ruling in favor of Sun:
 
“The shareholders cannot, on the one hand, benefit from Sun’s investment and Taro’s prosperity, and on the other hand argue that they fear a breach of the provisions of the Companies Law…It can be said that the applicants are silenced or prohibited from bringing up these claims today, and this can be seen as a lack of good faith.”
 
In the first nine months of 2009 alone, Taro is estimated to have incurred approximately $14.5 million in professional, consulting and other fees related to the unending audit and the various litigation proceedings.  The use of shareholders’ funds by the current directors to aid the

 
 

Levitt/Moros family, that owns only an 11% economic interest in Taro, needs to be brought to an end.
 
This second attempt to seek approval of an undertaking by Taro to exempt from liability, and to widely expand indemnification for, current and certain former directors is a payoff for supporting the Levitt/Moros family.
 
What are the facts?
DEBUNKING LIES ABOUT CARACO
 
In his desperate attempt to retain his position, Dr. Levitt has irresponsibly spread lies about Sun’s majority-owned subsidiary, Caraco Pharmaceutical Laboratories, Ltd.  These are the facts.  In 1997, when Sun purchased its majority stake in Caraco, shares of Caraco traded below $1 per share and the company’s aggregate market capitalization was less than $10 million.  As of December 11, 2009, Caraco’s shares have traded at nearly $6 per share and, despite the FDA’s actions, its market capitalization was over $230 million, representing a CAGR of 27% since Sun acquired control.  Unlike Taro, Caraco has been current on its financials.
 
It is a fact that Caraco has had serious problems on account of which Caraco faced a seizure of material at its Michigan facilities in June 2009 by the FDA.  Since then, the facility remains closed.  However, the Board took swift actions.  There is a new team of senior management executives, including a new CEO, spearheading Caraco’s revival effort.  The new management team has acted aggressively in response to the FDA’s actions, entering a consent decree with the FDA, and implementing the agreed remediation plan in order to get Caraco’s Detroit plant up and running.  So while the FDA related developments are a negative, these haven’t been taken lightly by the Board of Directors of Caraco.  Contrast that with the situation at Taro.  No reliable numbers for 7 years.  Driven almost to bankruptcy.  Still the same management team and same directors continue.  As if this is not enough, company money and resources are being blatantly used to protect the interests of the same management team who also happen to be a mere 11% owner.  Taro’s shareholders should look at the facts rather than the rhetoric.
 
Dr Levitt has cited a former independent Director of Caraco to support claims of “serious corporate governance controversies” facing Sun as a result of its stewardship of Caraco.  Not only do we at Sun feel, but even the former independent Director himself feels, that he is being quoted out of context and he has written to Caraco to set the record straight.  In his own words: “As you know, I resigned from the Board of Directors of Caraco because of my “disagreement with respect to issues of corporate governance and the fiduciary role of independent directors” arising from the FDA seizure of inventory and products at Caraco's Detroit facility.  I want to make clear that despite these specific disagreements, I had no material disagreement on any other issues.  I continue to be proud of our efforts on behalf of Caraco and its shareholders reflected in the increase in revenues reported by Caraco over the five years I served as an independent director on the Board of Directors from $60 million to $337 million.”
 
We urge you to vote AGAINST the election and re-election of directors
and AGAINST the indemnification proposal
 
Dr. Levitt and his family have demonstrated time and again that their interests lie in self-protection rather than the best interests of all of Taro’s shareholders.  That has come at the cost of shareholder value.  As Taro’s largest shareholder, it is difficult to accept abuse of shareholders’ money and being left in the dark about the true state of Taro’s financial affairs.  
 

Now is the time to vote AGAINST the election and re-election of the proposed directors and AGAINST the indemnification proposal.
 
Sun urges its fellow shareholders to sign, date and return their proxy cards# immediately.
 
 
 
Sincerely yours,
For Sun Pharmaceutical Industries Ltd.

/s/ Dilip Shanghvi

Dilip Shanghvi
Chairman & Managing Director
 

# Please contact our proxy solicitors, MacKenzie Partners, Inc., with any questions or should you need assistance voting or changing your vote for your shares.  MacKenzie Partners can be contacted within the U.S. and Canada at 1-800-322-2885 (toll-free) or 1-212-929-5500 (call collect), within Israel at +1-809-494-159 (toll-free) or via email at proxy@mackenziepartners.com.
 


 
 

 


 
GRAPHIC 3 chart1.jpg GRAPHIC begin 644 chart1.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``<$!`0%!`<%!0<*!P4'"@P)!P<) M#`T+"PP+"PT1#0T-#0T-$0T/$!$0#PT4%!86%!0>'1T='B(B(B(B(B(B(B+_ MVP!#`0@'!PT,#1@0$!@:%1$5&B`@("`@("`@("`@("`A("`@("`@(2$A("`@ M(2$A(2$A(2$B(B(B(B(B(B(B(B(B(B+_P``1"`"I`.4#`1$``A$!`Q$!_\0` M'``!``,``P$!``````````````0%!@(#!P@!_\0`3!````4!`P<'"`4*!04! M`````0(#!`4`!A$2!Q,6(5:5U105%S95=9,B,3(T5+73U#,W0;32"",D45-A M8F-TLQ@E-4)D4G.2E*.1_\0`&@$!``(#`0````````````````$"`P0%!O_$ M`#X1`0`!`@(&!P4%!@D>S MH:IH]JJG6MQM%-N%IG*;SG:\VNRQC73'NQ.=_KE/"V#NC\J:498E2T:]H4I^ M24!F#J,,9BU)'N7(FQ)"(`@*``-X87:MX8/3OJNGJBBT4^U$S-JOS6IUL\L; M;,8O_%A"M&M,7J]FK;&[&([<+]D[Z8O5$W)CEE=6X257*P:(HE9"\P-'_+54 M3@H8@(NB@@B"1SW8B!>-X`--+[-%56Z(GA-XF;=M-O:C9>"BJ^DBFVB1R@JD@EJ`A@;*^0` MB8N6JBVEJH_),QW1G5NF9ONCW8CWE8TE]'&DRUK8;8O.649;\[Q-XB(Q ML);*9-1DU)-&S(KUNS7.HY4?_`'77`&*G M*F=DU4T\;UZ2NB.ZW=QQ4TO2(HFK^6F9_P!M%-<_\D6W]KLH3&U4S&6?'$T) M$MC(J9I,X,7*PO#F>'O*(F(";02X37@)\`:KQ&J:69IT-6DW3/Z8IFW]6MGL MW2VJ:+UTQOCXS:)Y;>&.Q#LYE>M/.1$+*N&R4<:F.RT\VMH])K1:^-J\?_G:\ M?U7M''N>L5A9B@4"@4"@4"@4&:R:=777?,[[Y>4"QO6*V7?*/N:.H-+0*!0* M!0*!0*!0*!0*!01HV,91K7DC)/-MP,HI@O$WE*G%0XWF$1UF,(TX;HB.48(B MF(YS,\YQEQC8>-C4009)8$BBH)`$3'P9T^,Y2"<3"4F+S%#4'F`+@I3%HM&4 M8+3-YOO2Z(*",[C&3Q=LNY)C4:'%5OY1@*!Q*)<0E`<)A`!&[$`W?946QOM^ M?K/=>,IDG'#UZ^D[(2:D*!0*!0*!0*!09K)IU===\SOOEY0+&]8K9=\H^YHZ M@L%+60Z:[Y!0'15(X@'<7LW=Q@-J#,&S5S@1'4`(B8;]7GJ(JO%^-O+U)\K] MSITZL[_U.?H.4^I//-^R^A]8_P"/]+_#5IC/AY[M\8YQ@>NZ_P`I6C!\W?LT MGC;%F5BXB8R'2.'[C)J`4Y#!YA*8`$/MI,6(EWU`4"@4"@4"@4"@4"@4"@4" M@4"@4"@4"@4"@4&:R:=777?,[[Y>4"QO6*V7?*/N:.H+.1@C/,^!7:K<5_25 M3!(5""2[,YL5"'*`)GO.`&*-YAUZM5/7P^5OKB>N5I^:OT%+VL^^C_4T]:]M M]7^F_A^B_EU-^67*(MAX1G>>)]?&_P`Y5V4.!8%L=&-'90?BVFH0Q5W1$SG% M0\LV345\DA2%,L5LN^4?7SXX9)JBTVX7\ M_AN^+AIT7LE]]'^MIZU[%ZQ]-_%]%_,JUN>7.)MCXQG:>"/KX7^4JO*3:2*3 ML1'R,DJ2,25F(6\CU1),2&2EFZJI#&`YDQ%,B*AC83"%Q1&^X+Z3',A8]+&2 MS:N&W@U^)4!TL9+-JX;>#7XE`Z6,EFU<-O!K\2@=+&2S:N&W@U^)0.EC)9M7 M#;P:_$H'2QDLVKAMX-?B4#I8R6;5PV\&OQ*!TL9+-JX;>#7XE`Z6,EFU<-O! MK\2@=+&2S:N&W@U^)0.EC)9M7#;P:_$H'2QDLVKAMX-?B4#I8R6;5PV\&OQ* M!TL9+-JX;>#7XE`Z6,EFU<-O!K\2@=+&2S:N&W@U^)0.EC)9M7#;P:_$H,[- MV@LO;*W,3&0\_P`L8I1TDX=I0TJJERZ&F)G%/T#A_;9G?DQ\W7/^^:3?\`!L?8TF@Q MJ8\YCOQ8M=_GKLM)=]+&2S:N&W@U^)0%$JQ2NW)2!BN\I$H*`"!KPQ7HX;S>4/E``@V6];_7/?)./KA9QT%L[_TN M?H.3>NO/-^U^F]8_Y'TO\53,Y\?+=NC#*,#UWW^8NM/K#W.;-T?-:5RFV4"@B9)_JLLIW-'_`'5.O0N4"QO6*V7?*/N:.H.U>T\PE)RC'F]*]J1(T<8ZS M@@.3+"!`QFY+FDR@H-QLVHJ8`UB4+P`8IF\3OB;=_K9V7O!.?"TSW0C:8S_9 MC;S;(-P:S`)@*7$)4VV9?-$+/3*T6Q MLSXT-Q&H2:96BV-F?&AN(T#3*T6QLSXT-Q&@:96BV-F?&AN(T#3*T6QLSXT- MQ&@:96BV-F?&AN(T#3*T6QLSXT-Q&@:96BV-F?&AN(T#3*T6QLSXT-Q&@:96 MBV-F?&AN(T#3*T6QLSXT-Q&@:96BV-F?&AN(T#3*T6QLSXT-Q&@:96BV-F?& MAN(T#3*T6QLSXT-Q&@:96BV-F?&AN(T#3*T6QLSXT-Q&@HW$S(R64R'Y9#/8 MC-Q$M@Y:=D?.8G,;?@Y(Y=>C=KQ7>?5?KNT^L/ M3Y=^J\/MILML]3Y$^O@:'61['8ZVO-_JR/J?LWH_0_R_1_=4S5,WOMQGC(JK M?LVC*R3!HS1(W:(2\`FB@D4")D(699@4I2EN```/,`4JJF9O.9$-34!0*!0* M!0*!0*!0*!0*!0*!0*#(VE^LR![HF/O,76GUA[G-FZ/FM*Y3;*!01,D_U664 M[FC_`+JG7H7.:6@KU^LC/^D=_P!QM05633JZZ[YG??+R@6-ZQ6R[Y1]S1U!T M23QQD$QB5(\#NW)2%,;E"N9%J:]8"C>!;U`]$`*(CY41/LXYW M\+_^;-LXV6JV6W3WVO'FKN=[2Z_TV7]3Q?Z:'JWMGJ7KW_'_`/A5ZMN499;) MPPC?&>./:K]?[K?VOVW4E))9/(IP+9Y).#2T)YR(MW)BEEFYTSK)K"S*0ZN` MI<.$MQS!>!2XA*KS^7CO1"WTRM%L;,^-#<1JJ33*T6QLSXT-Q&@:96BV-F?& MAN(T#3*T6QLSXT-Q&@:96BV-F?&AN(T#3*T6QLSXT-Q&@:96BV-F?&AN(T#3 M*T6QLSXT-Q&@:96BV-F?&AN(T#3*T6QLSXT-Q&@:96BV-F?&AN(T#3*T6QLS MXT-Q&@:96BV-F?&AN(T#3*T6QLSXT-Q&@:96BV-F?&AN(T#3*T6QLSXT-Q&@ M:96BV-F?&AN(T%&XF9&2RF0_+(9[$9N(EL'+3LCYS$YC;\')'+KT;M>*[SZK M]=VGUA[G-FZ/FT]4"QO6*V7?*/N:.H-+0*#-92^K MK7OF"]\LZ#2T"@4"@4"@4"@4"@4"@4"@4"@4&1M+]9D#W1,?>8NM/K#W.;-T M?-:5RFV4"@B9)_JLLIW-'_=4Z]"YS2T%>OUD9_TCO^XVH*K)IU===\SOOEY0 M+&]8K9=\H^YHZ@@/9R73FYYH1S)8[]5UV&[]]^K3ZP]SFS='S:>N4VR@4&5R9,,I)LFUFC-)F)2: M#$L1035B7*BA4^3$PE.H623`Y@#SB!`O_4%>A8[]5UV&[]]^H.&33JZZ[YG??+R@6-ZQ M6R[Y1]S1U!I:!09K*7U=:]\P7OEG0:6@4"@4"@4"@4"@4"@4"@4"@4"@R-I? MK,@>Z)C[S%UI]8>YS9NCYK2N4VR@4$3)/]5EE.YH_P"ZIUZ%SFEH*]?K(S_I M'?\`<;4%5DTZNNN^9WWR\H%C>L5LN^4?SV$ M794;OS4@3D@B.:/KROK?.'[;J+F&63R M*8L19Q[A&6A`%$$CN6R0#+-\VDB!3,QP)*"3[`O(42W%$0$JN;SG?C.WBB(6 M_-V5/MR&W,ZXK54G-V5/MR&W,ZXK0><92\K^5.Q-J2P.>AGN)DB]S_-[I'Z9 M59+!AY>IYLQ???\`;6]T#H'WB^-K6V*U569W_$ME3_90W_INOG:W_P`!_G\/ MJK]H?XELJ?[*&_\`3=?.T_`?Y_#ZGVB1$_E$Y4Y"9CHW##)\O>M66M>W#ZIBN[V'F[*GVY#;F=<5KDKG-V5/MR M&W,ZXK0.;LJ?;D-N9UQ6@WQ$MF.1,U6>'])C<6/.NGF._5==AN_??J MT^L/L5LN^4?^S">$H55OWC1[9)@[9K$<-%Y>`4172,!TSD-,LQ*8IBW@(" M'F$*54S$VG,B6IJ`H/G'\I;ZTTNYF?WI[7=ZA_CY>;'I'G5=UB*"PLIUSL[W MS%_?D:T.M?\`+UB+QR1-40K/\5%C.Q9G_P8 M_.5E_"ND?E\8^:->#_%18SL69_\`!C\Y3\*Z1^7QCYFO#C9W*I#6]RF1_-K) MZSY!$2>+7EGZ--Y>@UPVX4"@B M9)_JLLIW-'_=4Z]"YS2T%>OUD9_TCO\`N-J"JR:=777?,[[Y>4"QO6*V7?*/ MN:.H)#^$M(N^?'1?-"-'!4A:E,U4,HBJAY1!4$'!06*)]8@`$&[5?KO"(RYW M^'E":K>%I_5\T/0Z?[3;>;E`?H:G^H?M?6?5]7T/I?S:MALX1'9%L]\X9X=B M/KXZW_9`RC0`*6&CV4@NH=8LS#"LLT479`91:6;D4$H)*XRE_.F$@"$Y>X-E#922-6BCE1, MT2T4$7CMR]4O%R[#4HZ46.!?)]$!N_\`T:[O4/\`'R\V/2,/7=8B@F6?;)NK M40;543E36EHU,XI'.DH`&>I`.!1,2G(;7J,40$/LK0ZU_P`O5R^,+49OJ+HT ML[[5,[]F?G*\HSG1I9WVJ9W[,_.4#HTL[[5,[]F?G*!T:6=]JF=^S/SE`Z-+ M.^U3._9GYR@=&EG?:IG?LS\Y0.C2SOM4SOV9^GM=WJ'^/EYL>D>=5W6(H)4(FJI:2%316.W5-*QP$<)@03IF% MZE<4=88BB'ZP&N=US5;HM<[H\V311>J'TIS!:K;&7\&'X?7@OQ"O@ MW_N\',%JML9?P8?A]/Q"O@?=X.8+5;8R_@P_#Z?B%?`^[PL\F\A*/[+9V3=' M>O$7TFT%TH5(ASD:2+ALD)BHD23OS:1;\)`KI:.J],3OAK51:6BJR"@4"@^5 M\M/UOVE_[[3W:UKTG4?[F?\`5Y0Q:3-E*ZS&4&[_`"?/K,/W0[^\LZ\K^UWN M4=LMOH6L5LN^4?\HB@% M(`"0QBA<`U,SR(=/1/DLV4AMWM?AU`=$^2S92&W>U^'0.B?)9LI#;O:_#H'1 M/DLV4AMWM?AT#HGR6;*PV[VOPZ"NA;)9`YTRQ(2)LS)';W M;*;#?A'SU-L+["J+3:<)6/1/DLV4AMWM?AU`=$^2S92&W>U^'0.B?)9LI#;O M:_#H'1/DLV4AMWM?AT#HGR6;*0V[VOPZ"-)Y%\ECYN5#1R,;85D%\XW8M4SC MR=8BV;$U^'0.B?)9LI#;O:_#H(D98/(C*BN$7!6>>BU4%!SR= MHQ5S2I?.FI@(.$P?:`ZZ1E?8;;;4OHGR6;*0V[VOPZ!T3Y+-E(;=[7X=`Z)\ MEFRD-N]K\.@=$^2S92&W>U^'0.B?)9LI#;O:_#H)$1D_LC"3))6"CV\4H#=5 MLJ@Q11;(K`J=(X'6*F0N,Z>9N3$1U`8WZZ"/DTZNNN^9WWR\H%C>L5LN^4?< MT=0:6@4"@4"@4"@4&4MID\"TJ35(RZ!2-WP/P%=N=4Q3ENPBB9-=N9,Y;O.. M(HWZRC44Q:8X17'^Z_A:9B8MCGA*;Y\;>$6^J396P[:SLDZ79E9HLE2$310: M,P;*82>8'"I3F!;-^BE<0F`NK7YZR:^%N/+NW[YVVCL5LN^4?\"*ZA'R#8!N M-YAN&HOM6FB8V;9CG&<)B&1W\J[18L4[@4'_CL>6DLZQCU9)[(M6\4 MQ1U@("&H0$*M,6PE6FJ)B\8Q*%+VGLW#*)IS$FT8*+%442*Z731$Y$0Q*F*" MABW@0-9A#S?;4>24MH\:/6J3MFL1PT7*"B*Z1@.F\([&]7-'QX,WA]`M_GK+I-/55131^6]N9$+E& M936`B4LZDU6Q43E$&5FK1LE!5%;.D-G"B?\`-@'DF3$!`_VZM58-7#E$=T3& M6W">_'8M>-:\?FF>^8GRS5MI4(ZTT:S2F7$BH_:.$URKH69M*V2#-%$$SI)H MG(H5.S9AM6*$C$- M89FDP*\8RS''F#-++VA0B[E3#COC"7$$PE,/EBIBQ:_,(E%7:=]IB(GLB^7Y M<_A>]H3$[^WX9[\G#ED9W7M$1$6QY1'<0TL>/3=**/'RL@_E4I)VJ6R<\ M1+-I-D&V932\LQ3"5L`XQ4-K'T:QZ+1ZEMT7\;QYKUU:T3OFWA,3Y)#VT)7! M#JD$G3&.;SF,)E6RJ@WB/\`N.8?UB/G MJ:I5IBT8YIG279WV69W%,_)U"QTEV=]EF=Q3/R=`Z2[.^RS.XIGY.@=)=G?9 M9G<4S\G0.DNSOLLSN*9^3H'279WV69W%,_)T#I+L[[+,[BF?DZ!DS!;1 GRAPHIC 4 logo.jpg GRAPHIC begin 644 logo.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``<$!`0%!`<%!0<*!P4'"@P)!P<) M#`T+"PP+"PT1#0T-#0T-$0T/$!$0#PT4%!86%!0>'1T='B(B(B(B(B(B(B+_ MVP!#`0@'!PT,#1@0$!@:%1$5&B`@("`@("`@("`@("`A("`@("`@(2$A("`@ M(2$A(2$A(2$B(B(B(B(B(B(B(B(B(B+_P``1"`!Y`%`#`1$``A$!`Q$!_\0` M'````@,!`0$!````````````!`4`!@<#`@$(_\0`2A```0,"!`('`PD#!@\` M`````0(#!`41``82(1,Q!Q0B05%A<3)"@14C)#-2$C MD?'_V@`,`P$``A$#$0`_`/TC@)@/+KK;32G75!#2`5+6HV``W))[@,!F]?Z0 MJM6'%-41Q4&D]75_M8[\:3+<[\6?#NQLN?:5/C,MV1NHG=3^&AXO%8 MF`F`F`X3YT2!#=FRUAN,RDK<6>X#]?3`9;GFMYAK4^)"D.*@TIU*I#M,1;4M MA/9;3*7N;N+-RVG8!-C?%%G>8S;LZ4\ZN'\K3+L'NKUJZ<2]]X-)O8K6HA#; M:!=:UJV2A([R3C'V+%5VJ*:>`QJ\'E-%N.6ZKO_``I+^.FKKI'8_I$_*S>"CPYNSSJ_$(.<8F=^R.C5Z?3:?3HR8L!AN-'1 M[+;20A/X#&C4Y;FS(^6\TQ0S58P4^WVHTQ'8D,+')33HLI)'K8]^$QJ1.BBT MZO57+U4=H68W>.U'6EH3E>TD+^J<6?>;6-M1W2JX-^>*.N[X=[PJ^<\:9[_V MM:(W6]]/3G\OZ6F;#C38CL.4C7'>24.)\0?[[8]XES,&.2JC*ET7@35\2?`< M7#DN'FM37L.'S<;*5GUQ9T5;HU5U=.DZ'6.G*8"J2DD9KJ15[1:BZ?N6<_\` M+5B'B^<)>%Y2J^>(ZH]4AU'_`%>0GJ;ROLN`ZV;_`'KK3ZVQ09UA]]K='.C\ M+3`7=M>G[EEZ)5(.7)-MG1/DAWUU#3_R].+O)M/TM&G95YAKX]7JMV+!$3`9 MITG",YG!M@@*4NG?2$GO1QE!`/K=>,S[4<(MSUUE67'L\4P%I&(^)HUC7L]\/7I.@:="BSHCD.6@.1W1I<0?[[$H-(+ACNI&E+SZ$`D`I`2M0%M@=M\=Y=1X6M$>YSCY?+T>.-\_F^ M+K\VET^I4^I1$3*?(;E1'1=MYE06A0\E)N,6:"'K.8:52&@J6[\\OZF,CM/. M'P0@;G]!WX^3.A$:L>CSJG6:S4LQU*R7)[H1$92;I:AL#2RD'ON2I9/??&)] MH,9%V]MCE1^>K2Y5A_#MZSSJ/\E/-1W:U*>6$16RP7%GD-#14H_S2,3\EB?T M\>LH^/G_`"_2%WR73WX]*7+DH+.W*8#E,AQ9L5R)*;#L9Y)0XVKD4G`4FM3UY0<89K"G'Z3(D./#IDAFS(4A"XU)B M=2@.[2)"A:3(3]BZKK2V>_4;GRQ29CG7PVYUJ[](]%AA&/T/`8*+%NFGK$?\`64Q6*\2J9Z2T3$U%3`3`3`#5 M2F0:I`=@3FP[%?3I<0?R(/,$'<$MSNP\SM_;KR].Z\PV9VZN%V(U[Z$T9Z@, MGZ.J,ROD;:&UCU!LK&?O6[_*N*_KJM;==KX=OV=VIS$AW@P[S)!Y,Q4E]7]" MX'Q..[&77[ONT3^'-W%VJ.=4+AE'H]F+EM57,*0V&2'(E,!"[+'LNOJ&Q4GW M4C8<[D\M;E.2TX;SU>:Y]H]%#CLQF]Y:>%'Y7S%RKDP$P`%6S#2:46T3'K/O M;,QT`K=7]U";J.`!FYYI$!@OU!F7$:`V6]'<"3Y7`(!/G@"&,U4E=!CUM:E( MAR$A0(0I923S!"`KE8@X`#_&AD/_`&FC^8Y_ZX`^%(RWF!"I#32)24V[;K!' MI;B)%_A@`59\R+35&,J2F*1_HN"XW^6@8#J_TAY0C@*D3"TE7LEQEY(/I=`P M!=$S9EZN+<;I4M,A;0!<2`H$`\CV@,!TK&8J11D)74G2RA5R%Z%J3MXE*5`? M'`#TC.66ZQ(ZO3976'/W6W+"V^ZBD)'XX#->C[.L,9QDU7,3P#\MOAM25^RV M;^S^Z"!;`:RV]3JC%/#6U*BN"RM)2X@@]QYC`+-`WW0ES M=;1'@E0V]ARF[B^X*5#D1^1P"?H[I4>FYAW.!B3#EV:JS#ZB8A5[KO>C^+]?7`:%E+_(H_W\G_N',`DRMG!<2>YE M?,CP35XQLS)7LF0@[IWY:K'XX"TU!4`073/+?4M)XW%MHT]][[8#/NB7+936 M9]>:;4W2E:V:=JV*T*7?4+]P2`,`AS9'>H/2>FI34E,)R6W*0[W%%QJL?%.] MQ@-C8?8D,I>86'&5BZ%I-P1Y'`)ZD^W.S!3X$"E*7 ML/`8`#I'S'!I,*$'7!Q53&%\/WN&TL+6JWE;`6:-*C264O1W$NM*%TK0;@@^ MF`R3I9RDND59-=@`HB2EZEE.W#D<[^6KGZX"\=%]0G3,J-*F,.-.)6L\58L' MM:BOB)'.UU8`J=EC*5:JJ*K*0U+=#?5T@E*VS[W+O4!>WE@/;64,GH4DB&RJ MRM*4K)6G4.X)42F_PP#)$ZG!:F$/M:VAVVPI-T!/B.X#`>9T6E5!H19K;4AI MP:DMN!*KCQ`/KS&`5,9,R4TQQH\=#<8[W;><2U^2].`8Q_D&E!,-A4>+JW2T M"A!-^^W,WP`\W+^47W%39L2(MQS=3[J4&_\`$D-H:C-E19[#+Y*UE*4=HA=A8=V`"F29Z4(XC"GI4&5)G/]6^K0 MM#U@HZR#I*>)YX"3FE+4\^8S"8CDBH:)B#\^LEEWL*&D=@B_O'D,!Y9F.L+9 M>%U.TR$_`:'>7@-@/,CA8`NAQHSK\.AU",41(KDG1#D:5744(<:U`%23V7'" M,!VID)EVM'Y-9B2*>RVPE+DRY=2E*W!\R=)V%MOA@.M.1$DMT2,ZE#R?I?$: M4`H=FX.I)\%8!0>TD>:2;X#B[5,LIDNMB(MUYI2G M$Z(ZE<5Q!2ESA&W;4C2F]O#RP`LW,&5:C%#DNG27FG_G-XJ]12S;YS;M:4Z[ M7P'V>]DHOL+-.,Q]NS;'5XY=*4M)0XFVGW0'4VP!<*9EABM'J\4L5"98.R." M4CB*3Q.$M=K!PIW*<`1-?R[&C/&0VDL11U9U*6E+TI="5%&E(/9(L3@%L*NY M-IR&E0(KB6`A3G&;CNV;0L@*6LD:@DZ1OY8!PQ0*$W,14&(C2920>&^E(U64 M#R/F%'`)\U1F957:C/#4R\VPA8\E24@X!93ZRQ2ZH':V\&%,R)$9;B[]M2(\ M=*2+<]83JP$;>$*!(ITA"VYM4CM=18T*NHJ4NZ.6Q0%#4.X8`^D24IS)U6(Z MLCB2%3*QOM@!NK3Y%/IJ(4M41SY,D$J2A*]0NWV>U MR]1@`DSJ?'D1WWJB:3'5K"'D:3SC1+([:5C_`.8!BU.8_P`(&>H25K=D/-+= MAN)#C;[1:'TULZ1H[/,@VN+8`M=:I3%4K-->DH14'S=F.3VU#JJ-P/@<`'(J M]/@<)J4OYZ52&FXS%B5NK.H:$@ EX-99.28 5 ss80436_ex9928.htm PROXY CARD
TARO PHARMACEUTICAL INDUSTRIES LTD.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 31, 2009 at 8:00 a.m. (ISRAEL TIME)

 
Please return your signed and dated proxy card in the enclosed postage-paid envelope to our representatives …
 
… in the U.S. at:
   
  
… or in Israel at:
MacKenzie Partners, Inc.
Proxy Tabulation
Madison Square Station
PO Box 865
New York, New York 10160-1051
or
(if by hand or overnight delivery)
MacKenzie Partners, Inc.
105 Madison Avenue
17th Floor
New York, New York 10016
  
Meitar Liquornik Geva & Leshem Brandwein
16 Abba Hillel Rd. Ramat Gan 52506 ISRAEL

 
** Proxy cards must be received no later than 1 a.m. New York time on December 29, 2009 **
 
If you have questions or need assistance voting or changing your vote, please contact MacKenzie Partners
within the U.S. and Canada at +1-800-322-2885 (toll-free) or 1-212-929-5500 (call collect),
within Israel at 1-809-494-159 (toll-free) or
via email at proxy@mackenziepartners.com.
 

 
Telephone and internet voting are also available for residents of the U.S. and Canada.  
Contact MacKenzie Partners for details.



▼DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED ONLY IF YOU ARE VOTING BY MAIL▼
 
x
Please mark
votes as in
this example.
  
 
 SUN PHARMACEUTICAL INDUSTRIES LTD. RECOMMENDS A VOTE AGAINST PROPOSALS 1, 2, 3 AND 4.
1.  Election of Directors
01 Arye Barak
02 Heather Douglas
03 Micha Friedman
04 Eric Johnston
05 Gad Keren
06 Barrie Levitt
07 Tal Levitt
08 Daniel Moros
09 Myron Strober
AGAINST
ALL
¨
 
FOR
ALL
¨
 
 
AGAINST ALL
EXCEPT
¨
 
 
3.  To: (a) ratify confirm and approve the Company’s undertaking to exempt from liability and to indemnify persons who are not controlling persons who served and are serving, currently and from time to time In the future as directors of the Company its subsidiaries and affiliates (including inter alia, Mr. Ben Zion Hod and Mr. Haim Fanairo who served until July and August 2009, respectively, as External Directors), pursuant to the Exemption and Indemnification Agreement entered into pursuant to the resolution adopted by the Shareholders on September 8. 2005, the original form of which is attached to the proxy statement for this Meeting as Exhibit 1 (the “Agreement”); and (b) amend and restate Appendix “A” to the Agreement to read in its entirety as set forth in Exhibit 2 to the proxy statement for this Meeting; for the avoidance of doubt, the Company’s obligation to indemnify in advance as to monetary obligations that may be imposed on a director is limited to the events and to the monetary limitation, set forth in Exhibit 2.  And further, for the avoidance of doubt, that the Company’s undertaking to exempt from liability and to indemnify the Company’s directors pursuant to the above resolution shall include indemnification with respect to all monetary obligations that may be imposed and/or reasonable expenses to be incurred, and the Company shall hereby provide indemnification with respect to all reasonable expenses incurred, on account of, or related to, the Actions, as defined in the proxy statement for this Meeting.
AGAINST
¨
FOR
¨
ABSTAIN
¨
 
To vote for any individual nominee(s) mark “Against All Except” and write the number(s) of the nominee(s) on the line below:
 
 
2a.  To appoint Ms. Irith Hausner as an External Director of the Company for a term of three-years, commencing upon her election to the Board of Directors.
AGAINST
¨
FOR
¨
ABSTAIN
¨
4.  That the Company undertake to exempt from liability and to indemnify new External Directors, in accordance with the form of Exemption and Indemnification Agreement attached as Exhibit 3 to the proxy statement for this Meeting, upon their election as External Directors of the Company; for the avoidance of doubt, the Company’s obligation to indemnify in advance as to monetary obligations that may be imposed on a new External Director, is limited to the events, and to the monetary limitation, set forth in Appendix A to Exhibit 3.
AGAINST
¨
FOR
¨
ABSTAIN
¨
2b.  To appoint Mr. Yaron Saporta as an External Director of the Company for a term of three-years, commencing upon his election to the Board of Directors.
AGAINST
¨
FOR
¨
ABSTAIN
¨
5.  To appoint Kost Forer Gabbay & Kasierer, Certified Public Accountants (Israel), a member of Ernst & Young Global, as the Company’s independent auditors until the close of the next annual general meeting of the shareholders of the Company and authorize their remuneration to be fixed, in accordance with the volume and nature of their services, by the Audit Committee and the Board of Directors.
AGAINST
¨
FOR
¨
ABSTAIN
¨
 
   
Dated:  ____________________________ , 2009
     
 
Signature:
   
 
Signature if held jointly
 
Please sign this proxy card and return it promptly, whether or not you plan to attend the meeting.  If signing for a corporation or partnership or as agent, attorney or fiduciary, indicate the capacity in which you are signing.  If you do attend the meeting and decide to vote by ballot, such vote will supersede this proxy.
   
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PLEASE DETACH PROXY CARD HERE
   
 
TARO PHARMACEUTICAL INDUSTRIES LTD.
   
 
PROXY FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS ON DECEMBER 31, 2009
THIS PROXY IS SOLICITED ON BEHALF OF SUN PHARMACEUTICAL INDUSTRIES LTD.
 
P
R
O
X
Y
The undersigned hereby appoints Clifford Felig, Asaf Harel and Israel Leshem, and each or any of them, with full power of substitution and revocation to each of them, to be the attorney, agent and proxy of the undersigned, as to all shares of TARO PHARMACEUTICAL INDUSTRIES LTD. (the “Company”) which the undersigned is entitled to vote at the Annual General Meeting of Shareholders of the Company to be held at the offices of the Company, 14 Hakitor Street, Haifa Bay, Israel on Thursday, December 31, 2009 at 8:00 a.m. (Israel time) and at any and all adjournments thereof, to vote as fully and with the same force and effect as the undersigned might or could do if personally present and acting, with respect to the matters on the reverse side.
 
IF NO DIRECTIONS ARE INDICATED, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED “AGAINST” EACH OF MATTERS 1, 2, 3 AND 4 ON THE REVERSE SIDE AND AS DETERMINED BY THE HOLDERS OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS TO COME BEFORE THE MEETING.
 
(To be Continued and Signed on the Other Side)


-----END PRIVACY-ENHANCED MESSAGE-----