0000947871-13-000074.txt : 20130208 0000947871-13-000074.hdr.sgml : 20130208 20130208110537 ACCESSION NUMBER: 0000947871-13-000074 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130208 DATE AS OF CHANGE: 20130208 GROUP MEMBERS: ALKALOIDA CHEMICAL CO EXCLUSIVE GROUP LTD GROUP MEMBERS: SUN PHARMA GLOBAL INC. GROUP MEMBERS: SUN PHARMACEUTICAL INDUSTRIES, INC. GROUP MEMBERS: TARO DEVELOPMENT CORP 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: 13585382 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 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: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17/B, MAHAL INDUSTRIAL ESTATE STREET 2: MAHAKALI CAVES ROAD CITY: ANDEHERI (EAST) STATE: K7 ZIP: 400 093 BUSINESS PHONE: 01191228212128 MAIL ADDRESS: STREET 1: 17/B, MAHAL INDUSTRIAL ESTATE STREET 2: MAHAKALI CAVES ROAD CITY: ANDEHERI (EAST) STATE: K7 ZIP: 400 093 SC 13D/A 1 ss164702_sc13da.htm AMENDMENT NO. 25
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
(Amendment No. 25)
 
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)
 
 
February 8, 2013
(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 9 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
 
0
8
SHARED VOTING POWER
 
29,497,813*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
29,497,813
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
29,497,813
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)
 
65.8%**
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 acquired pursuant to a warrant issued to Sun by the Issuer on August 2, 2007 (“Warrant No. 2”), including (i) 3,712,500 Ordinary Shares issued to Alkaloida on September 24, 2010 and (ii) 75,000 Ordinary Shares issued to Alkaloida on September 27, 2010.
 
This amount also includes 29,382 Ordinary Shares which Alkaloida directly acquired on September 14, 2010, upon the closing of the initial offering period of the tender offer to purchase all of the outstanding Ordinary Shares, pursuant to the Tender Offer Statement on Schedule TO, filed on June 30, 2008, as amended.
 
This amount also includes an aggregate of 4,739,739 Ordinary Shares indirectly acquired by Sun pursuant to the letter agreement, dated as of September 20, 2010 (the “Letter Agreement”), among Sun, Alkaloida, Sun Pharmaceutical Industries Inc. (“Sun Michigan”), a Michigan corporation and a direct subsidiary of Sun, Taro Development Corporation, a New York corporation (“TDC”), Dr. Barrie Levitt, Ms. Tal Levitt, Dr. Jacob Levitt, and Dr. Daniel Moros (such individuals, together with TDC, the “Grantors”).  Pursuant to the Letter Agreement: (i) Alkaloida directly acquired 2,405,925 Ordinary Shares from the Grantors, consummating an option granted by the Grantors to Alkaloida under an option agreement (the “Option Agreement”), dated May 18, 2007, among the Grantors and Sun (and subsequently assigned to Alkaloida), (ii) Alkaloida directly acquired an additional 12 Ordinary Shares from the Grantors, and (iii) upon the merger of a subsidiary of Sun Michigan with and into TDC on October 1, 2010, Sun Michigan indirectly acquired 2,333,802 Ordinary Shares, consummating an option granted by TDC to Alkaloida (and subsequently assigned to Sun Michigan) under the Option Agreement.  TDC directly owns 2,333,022 Ordinary Shares and indirectly owns 780 Ordinary Shares through Morley and Company, Inc., a New York corporation owned by TDC and Alkaloida.  In addition, in connection with the consummation of the transactions contemplated by the Option Agreement, Alkaloida acquired 2,600 Founders’ Shares, which control in the aggregate one-third of the voting power of the Issuer.
 
This amount also includes 5,159,765 Ordinary Shares acquired by Alkaloida on November 1, 2010 from Franklin Advisors, Inc. and Templeton Asset Management Ltd.
 
This amount also includes 712,500 Ordinary Shares acquired by Alkaloida on January 18, 2011 under the Purchase Agreement and 712,500 Ordinary Shares acquired by Alkaloida on January 18, 2011 pursuant to Warrant No. 2.
                
**          Based on 44,799,507 Ordinary Shares issued and outstanding as of January 30, 2013.
 
 
 
 
 
SCHEDULE 13D/A
 
CUSIP No. M8737E108
 
Page 3 of 9 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
 
0
8
SHARED VOTING POWER
 
27,164,011*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
27,164,011
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
27,164,011
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)
 
60.6%**
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 acquired pursuant to Warrant No. 2, including (i) 3,712,500 Ordinary Shares issued to Alkaloida on September 24, 2010 and 75,000 Ordinary Shares issued to Alkaloida on September 27, 2010.
 
This amount also includes 29,382 Ordinary Shares which Alkaloida directly acquired on September 14, 2010, upon the closing of the initial offering period of the tender offer to purchase all of the outstanding Ordinary Shares, pursuant to the Tender Offer Statement on Schedule TO, filed on June 30, 2008, as amended.
 
This amount also includes an aggregate of 2,406,717 Ordinary Shares directly or indirectly acquired by Alkaloida pursuant to the Letter Agreement.  Pursuant to the Letter Agreement, Alkaloida (i) directly acquired 2,405,925 Ordinary Shares from the Grantors, consummating an option granted by the Grantors to Alkaloida under the Option Agreement, (ii) directly acquired an additional 12 Ordinary Shares from the Grantors, and (iii) indirectly acquired 780 Ordinary Shares through its acquisition of shares of Morley and Company, Inc., a New York corporation.  In addition, in connection with the consummation of the transactions contemplated by the Option Agreement, Alkaloida acquired 2,600 Founders’ Shares, which control in the aggregate one-third of the voting power of the Issuer.
 
This amount also includes 5,159,765 Ordinary Shares acquired by Alkaloida on November 1, 2010 from Franklin Advisors, Inc. and Templeton Asset Management Ltd.
 
This amount also includes 712,500 Ordinary Shares acquired by Alkaloida on January 18, 2011 under the Purchase Agreement and 712,500 Ordinary Shares acquired by Alkaloida on January 18, 2011 pursuant to Warrant No. 2.
 
**          Based on 44,799,507 Ordinary Shares issued and outstanding as of January 30, 2013.
 
 
 
 
                                                        
SCHEDULE 13D/A
 
CUSIP No. M8737E108
 
Page 4 of 9 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
 
0
8
SHARED VOTING POWER
 
27,105,511*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
27,105,511
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
27,105,511
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)
 
60.5%**
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 acquired pursuant to Warrant No. 2, including (i) 3,712,500 Ordinary Shares issued to Alkaloida on September 24, 2010 and 75,000 Ordinary Shares issued to Alkaloida on September 27, 2010.
 
This amount also includes 29,382 Ordinary Shares which Alkaloida directly acquired on September 14, 2010, upon the closing of the initial offering period of the tender offer to purchase all of the outstanding Ordinary Shares, pursuant to the Tender Offer Statement on Schedule TO, filed on June 30, 2008, as amended.
 
This amount also includes an aggregate of 2,406,717 Ordinary Shares directly or indirectly acquired by Alkaloida pursuant to the Letter Agreement.  Pursuant to the Letter Agreement, Alkaloida (i) directly acquired 2,405,925 Ordinary Shares from the Grantors, consummating an option granted by the Grantors to Alkaloida under the Option Agreement, (ii) directly acquired an additional 12 Ordinary Shares from the Grantors, and (iii) indirectly acquired 780 Ordinary Shares through its acquisition of shares of Morley and Company, Inc., a New York corporation.  In addition, in connection with the consummation of the transactions contemplated by the Option Agreement, Alkaloida acquired 2,600 Founders’ Shares, which control in the aggregate one-third of the voting power of the Issuer.
 
This amount also includes 5,159,765 Ordinary Shares acquired by Alkaloida on November 1, 2010 from Franklin Advisors, Inc. and Templeton Asset Management Ltd.
 
This amount also includes 712,500 Ordinary Shares acquired by Alkaloida on January 18, 2011 under the Purchase Agreement and 712,500 Ordinary Shares acquired by Alkaloida on January 18, 2011 pursuant to Warrant No. 2.
 
**          Based on 44,799,507 Ordinary Shares issued and outstanding as of January 30, 2013.
 
 
 
 
                               
SCHEDULE 13D/A
 
CUSIP No. M8737E108
 
Page 5 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
SUN PHARMACEUTICAL INDUSTRIES, 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
 
Michigan
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,333,802*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,333,802
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,333,802
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)
 
5.2%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
*           This amount includes 2,333,802 Ordinary Shares Sun Michigan acquired upon the merger of a subsidiary of Sun Michigan with and into TDC on October 1, 2010, pursuant to the Letter Agreement.  TDC directly owns 2,333,022 Ordinary Shares and indirectly owns 780 Ordinary Shares through Morley and Company, Inc., a New York corporation owned by TDC and Alkaloida (following the transactions consummated under the Letter Agreement).
 
**          Based on 44,799,507 Ordinary Shares issued and outstanding as of January 30, 2013.
 
 
 
 
                          
SCHEDULE 13D/A
 
CUSIP No. M8737E108
 
Page 6 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
THE TARO DEVELOPMENT CORPORATION
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
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
2,333,802*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
2,333,802
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,333,802
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)
 
5.2%**
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
*           This amount includes the following Ordinary Shares: TDC directly owns 2,333,022 Ordinary Shares and indirectly owns 780 Ordinary Shares through Morley and Company, Inc., a New York corporation owned by TDC and Alkaloida (following the transactions consummated under the Letter Agreement).
 
**          Based on 44,799,507 Ordinary Shares issued and outstanding as of January 30, 2013.
 
 
 
 
                                  
This Amendment No. 25 (this “Amendment”) 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”); the Amendment No. 11 to the Original Schedule 13D, filed on December 15, 2009 (the “Amendment No. 11”); the Amendment No. 12 to the Original Schedule 13D, filed on December 17, 2009 (the “Amendment No. 12”); the Amendment No. 13 to the Original Schedule 13D, filed on December 21, 2009 (the “Amendment No. 13”); the Amendment No. 14 to the Original Schedule 13D, filed on December 22, 2009 (the “Amendment No. 14”); the Amendment No. 15 to the Original Schedule 13D, filed on December 24, 2009 (the “Amendment No. 15”); the Amendment No. 16 to the Original Schedule 13D, filed on December 31, 2009 (the “Amendment No. 16”); the Amendment No. 17 to the Original Schedule 13D, filed on January 11, 2010 (the “Amendment No. 17”); the Amendment No. 18 to the Original Schedule 13D, filed on September 10, 2010 (the “Amendment No. 18”); the Amendment No. 19 to the Original Schedule 13D, filed on September 24, 2010 (the “Amendment No. 19”); the Amendment No. 20 to the Original Schedule 13D, filed on October 5, 2010 (the “Amendment No. 20”); the Amendment No. 21 to the Original Schedule 13D, filed on November 4, 2010 (the “Amendment No. 21”); the Amendment No. 22 to the Original Schedule 13D, filed on January 19, 2011 (the “Amendment No. 22”); the Amendment No. 23 to the Original Schedule 13D, filed on October 18, 2011 (the “Amendment No. 23”); and the Amendment No. 24 to the Original Schedule 13D, filed on August 13, 2012 (the “Amendment No. 24”, together with the Original Schedule 13D, the Amendment No. 1, to and through the Amendment No. 23, 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 14 Hakitor Street, Haifa Bay 26110, 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
 
Item 4 is hereby amended by addition of the following:
 
On February 8, 2013, the Issuer and Sun Pharmaceutical Industries Limited, a corporation organized under the laws of India (“Sun”), issued a press release announcing that the Issuer, Sun, Alkaloida Chemical Company Exclusive Group Ltd., a corporation organized under the laws of Hungary and an indirect subsidiary of Sun (“Alkaloida”), and Aditya Acquisition Company, Ltd., a company formed under the laws of the State of Israel and under the control of Sun and a direct wholly owned subsidiary of Alkaloida, had agreed to terminate the merger agreement, dated August 12, 2012, by and among such parties (the “Merger Agreement”) and that the parties had entered into a termination agreement (the “Termination Agreement”) with respect thereto.  As a result, the going private transaction contemplated by the Merger Agreement will not proceed.
 
A copy of the press release is filed with this Amendment as Exhibit 99.51 and a copy of the Termination Agreement is filed with this Amendment as Exhibit 99.52.
 
ITEM 7
Materials to be Filed as Exhibits
 
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 7:
 
Exhibit
Description
   
99.51
Press Release, dated February 8, 2013 (filed herewith).
   
99.52
Termination Agreement, dated as of February 8, 2013, by and among Sun Pharmaceutical Industries Ltd., Alkaloida Chemical Company Exclusive Group Ltd., Aditya Acquisition Company Ltd., and Taro Pharmaceutical Industries Ltd. (filed herewith).
 
 
 
 
 
                        
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:

February 8, 2013

  SUN PHARMACEUTICAL INDUSTRIES LIMITED
         
         
  By: /s/ Sudhir V. Valia  
  Name: Sudhir V. Valia  
  Title: Director  
         
                                        
  SUN PHARMA GLOBAL, INC
         
         
  By: /s/ Harin Mehta  
  Name: Harin Mehta  
  Title: Director  
         
                                   
  ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LIMITED
         
         
  By: /s/ Harin Mehta  
  Name: Harin Mehta  
  Title: Director  
         
                                               
  SUN PHARMACEUTICAL INDUSTRIES, INC.
         
         
  By: /s/ Jayesh M. Shah  
  Name: Jayesh M. Shah  
  Title: Authorized Signatory  
         
                                      
  THE TARO DEVELOPMENT CORPORATION
         
         
  By: /s/ Rajesh Shah  
  Name: Rajesh Shah  
  Title: Authorized Signatory  
         
 
 
 
 
 
 
 
 
 
 
 
 
 
 

EXHIBIT INDEX
 
Exhibit
Description
   
99.51
Press Release, dated February 8, 2013 (filed herewith).
   
99.52
Termination Agreement, dated as of February 8, 2013, by and among Sun Pharmaceutical Industries Ltd., Alkaloida Chemical Company Exclusive Group Ltd., Aditya Acquisition Company Ltd., and Taro Pharmaceutical Industries Ltd. (filed herewith).
 
 
 
 
 
 
 
 
 
 
 
 
 
EX-99.51 2 ss164702_ex9951.htm PRESS RELEASE
 
EXHIBIT 99.51
 

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

SUN PHARMA AND  TARO ANNOUNCE TERMINATION OF PROPOSED TRANSACTION
 
MUMBAI, India & HAWTHORNE, N.Y. (February 8, 2013): Sun Pharmaceutical Industries Ltd. (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUNPHARMA, BSE: 524715) (together with its subsidiaries, “Sun Pharma”) and Taro Pharmaceutical Industries Ltd. (NYSE: TARO) (“Taro”) announced today that they have mutually agreed to terminate their merger agreement, announced in August 2012, pursuant to which all shareholders of Taro (other than Sun Pharma and its affiliates) would have received a cash payment of $39.50 per share upon the closing of the merger.
 
Each of Sun Pharma and Taro (at the direction of the Special Committee) agreed that terminating the merger agreement was in the best interest of the respective companies and shareholders.
 
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.
 
Contact Information
 
Sun Pharmaceutical Industries Ltd.
    
     
Nimish Desai
Tel +91 22 6645 5645, Ext. 717
Tel Direct +91 22 6645 5717
Mobile +91 98203 30182
E-mail nimish.desai@sunpharma.com
  
Mira Desai
Tel +91 22 6645 5645, Ext. 606
Tel Direct +91 22 6645 5606
Mobile +91 98219 23797
E-mail mira.desai@sunpharma.com
     
 
 
 
 
 
 
 
Taro Pharmaceutical Industries Ltd.
    
     
William J. Coote
Tel +1 914 345 9001
E-mail william.coote@taro.com
    

 
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.  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.
 
 
 
 
 
 
 
 
 
 
 
 
 EX-99.52 3 ss164702_ex9952.htm TERMINATION AGREEMENT
 
EXHIBIT 99.52
 
TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this “Termination Agreement”) dated as of February 8, 2013 (the “Termination Date”), by and among SUN PHARMACEUTICAL INDUSTRIES LTD., a corporation organized under the laws of India (“Parent”), ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD., a corporation organized under the laws of Hungary and under the control of Parent (“Alkaloida”), ADITYA ACQUISITION COMPANY LTD., an Israeli company under the control of Parent and a direct wholly owned subsidiary of Alkaloida (“Merger Sub”), and TARO PHARMACEUTICAL INDUSTRIES LTD., an Israeli company (the “Company”), with such foregoing entities also referred to hereafter individually as a “Party” or collectively as the “Parties”.
 
WHEREAS, the Parties have made and entered into an Agreement of Merger, dated as of August 12, 2012 (the “Merger Agreement”), pursuant to which Merger Sub was to be merged with and into the Company on the terms and subject to the conditions set forth in the Merger Agreement;
 
WHEREAS the respective Boards of Directors of Parent, Alkaloida and Merger Sub and the Special Committee of the Company have approved the execution, delivery and performance of this Termination Agreement and the transactions contemplated hereby; and
 
WHEREAS, Parent, Alkaloida, Merger Sub and the Company (acting at the direction of the Special Committee) have mutually agreed to terminate the Merger Agreement on the terms and conditions set forth therein and in this Termination Agreement;
 
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Alkaloida, Merger Sub and the Company hereby agree as follows (all capitalized terms used and not defined herein shall have the meanings specified in the Merger Agreement):
 
1.           Termination.  Pursuant to Section 7.1(a) of the Merger Agreement, the Merger Agreement is hereby terminated, including, without limitation, provisions of the Merger Agreement which by their terms would otherwise have survived the termination of the Merger Agreement, and is of no further force or effect, effective as of the Termination Date (the “Termination”).
 
2.           Effect of Termination.  Effective as of the Termination Date, none of Parent, Alkaloida or Merger Sub (or their Affiliates or their respective directors, officers, employees, agents or other representatives), on the one hand, nor the Company (or its Affiliates or its directors, officers, employees, agents or other representatives), on the other hand, shall have any liability or obligation to each other under the Merger Agreement, or in connection with the transactions contemplated by the Merger Agreement.
 
3.           Representations and Warranties.  Each of Parent, Alkaloida, Merger Sub and the Company hereby represents and warrants as to itself that: (a) it has the corporate right, power and authority to enter into, to deliver and to perform its obligations under this Termination Agreement, (b) the execution, delivery and performance by it has been duly authorized by all necessary action, (c) it has duly and validly executed and delivered this Termination Agreement, and (d) assuming due authorization, execution and delivery of this Termination Agreement by the other Parties, this Termination Agreement constitutes a legal, valid and binding obligation of such Party, enforceable in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.  Except as expressly set forth in this Section 3, no Party makes additional representations or warranties express, implied or statutory as to any other matter whatsoever.
 
 
 
 
 
4.           Release.  Parent, Alkaloida, Merger Sub and the Company agree that no Party hereto shall have any obligations to make any payments to any other Party, under the Merger Agreement or otherwise arising out of or related to any aspect of the Merger Agreement, and notwithstanding anything in the Merger Agreement to the contrary, each of Parent, Alkaloida, Merger Sub and the Company, on behalf of itself and each of its parents, Affiliates and Subsidiaries, and its directors, officers, employees, successors and assigns (collectively, the “Releasing Parties”), hereby irrevocably releases, acquits and forever discharges the other Releasing Parties, and each and all of the other Releasing Parties’ parents, Affiliates and Subsidiaries, and their past and present officers, directors, employees, agents, representatives, attorneys, advisors, successors and assigns (collectively, the “Released Parties”) of and from, and covenants not to sue any such persons for, any and all claims, demands, causes of action, suits, debts, liabilities, damages, costs, expenses (including, but not limited to, attorney’s fees), judgments, taxes, penalties, charges, complaints, contracts, covenants, agreements, controversies and other obligations, whether now known or unknown, that the Releasing Parties, severally or jointly with others, had, have or may have against the Released Parties, or any of them by reason of, arising out of or relating to any aspect of the Merger Agreement.
 
5.           Press.  Immediately following the execution and delivery of this Termination Agreement, the Parties shall issue a mutually agreed upon joint press release announcing the execution of this Termination Agreement.  Each of the Parties shall have the right to make such other statements as it deems necessary or appropriate; provided that, other than as a Party may determine based on advice of counsel is necessary to respond to any legal or regulatory process or proceeding or as may be required by law, regulation or security exchange listing requirement, each of the Parties hereto will use its commercially reasonable efforts not to make any public statements (including in any filing with the Securities and Exchange Commission or any other regulatory or governmental agency, including any stock exchange, or except as may be required by law) that are materially inconsistent with, or otherwise contrary to, the jointly approved statements in the press release issued pursuant to this Section 5.
 
6.           Applicable Law; Jurisdiction.  This Termination Agreement shall be governed by, and construed in accordance with, the laws of the State of Israel, disregarding the provisions concerning internal conflict of laws.  All actions and proceedings arising out of or relating to this Termination Agreement shall be heard and determined exclusively in any court sitting in any New York state or federal court sitting in The City of New York in the United States of America.
 
7.           Assignability; No Third-Party Rights.  This Termination Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties and their respective successors and assigns; provided, however, that neither this Termination Agreement nor any Party’s rights or obligations hereunder may be assigned or delegated by such Party without the prior written consent of the other Parties, and any attempted assignment or delegation of this Termination Agreement or any of such rights or obligations by any Party without the prior written consent of the other Parties shall be void and of no effect. Nothing in this Termination Agreement, express or implied, is intended to or shall confer upon any Person (other than the Parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Termination Agreement.
 
 
2
 
 
8.           Amendments and Waiver.  This Termination Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties.
 
9.           Severability.  Any term or provision of this Termination Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this Termination Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.  If a final judgment of a court of competent jurisdiction declares that any term or provision of this Termination Agreement is invalid or unenforceable, the Parties agree that the court making such determination shall have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Termination Agreement shall be valid and enforceable as so modified.  In the event such court does not exercise the power granted to it in the prior sentence, the Parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term or provision.
 
10.           Specific Performance.  The Parties agree that (a) irreparable harm would occur in the event any of the provisions of this Termination Agreement were not to be performed in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Termination Agreement and to enforce specifically the terms and provisions of this Termination Agreement, this being in addition to any other remedy or remedies to which such Party is entitled at law or in equity and (b) the Audit Committee of the Company shall be permitted, on behalf of the Company, to seek to enforce the obligations of Parent, Alkaloida and Merger Sub under this Termination Agreement.
 
11.           Construction.
 
 
a.
For purposes of this Termination Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.
 
 
b.
The Parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Termination  Agreement.
    
 
3
 
    
 
c.
As used in this Termination Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
 
 
d.
Except as otherwise indicated, all references in this Termination Agreement to “Sections” are intended to refer to Sections of this Termination Agreement.
 
 
e.
The underlined headings contained in this Termination Agreement are for convenience of reference only, shall not be deemed to be a part of this Termination Agreement and shall not be referred to in connection with the construction or interpretation of this Termination Agreement.
 
12.           Entire Agreement; Counterparts ; Exchanges by Facsimile.  This Termination Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof.  This Termination Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Termination Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind the Parties to the terms and conditions of this Termination Agreement.
 
[Remainder of page intentionally left blank]
 
 
 
 
 
 
 

 
 
4
 
 
           IN WITNESS WHEREOF, the Parties have caused this Termination Agreement to be executed as of the date first written above.

  SUN PHARMACEUTICAL INDUSTRIES LTD.
         
         
  By: /s/ Sudhir V. Valia  
  Name: Sudhir V. Valia  
  Title: Director  
         
                                                                                   
  ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD.
         
         
  By: /s/ Harin Mehta  
  Name: Harin Mehta  
  Title: Director  
         
                                       
  ADITYA ACQUISITION COMPANY LTD.
         
         
  By: /s/ Sudhir V. Valia  
  Name: Sudhir V. Valia  
  Title: Director  
         
                                          
  TARO PHARMACEUTICAL INDUSTRIES LTD.
         
         
  By: /s/ James H. Kedrowski  
  Name: James H. Kedrowski  
  Title: Interim Chief Executive Officer  
         
 
 
 
 
 
 
 
 
 
 
[Termination Agreement]
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