0000947871-08-000368.txt : 20080624 0000947871-08-000368.hdr.sgml : 20080624 20080624101422 ACCESSION NUMBER: 0000947871-08-000368 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080624 DATE AS OF CHANGE: 20080624 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: 08913514 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: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SPARC AKOTA ROAD CITY: VADODARA STATE: K7 ZIP: 390020 BUSINESS PHONE: 01191228212128 SC 13D/A 1 ss40626_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 6)

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)

June 23, 2008

(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 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) 41.96%**
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 Sun, under certain circumstances, has the right to acquire pursuant to a warrant issued to Sun by the Issuer on August 2, 2007 (“Warrant No. 2”).

** Based on 36,453,118 Ordinary Shares outstanding as of June 7, 2007 as reported by the Issuer in its Proxy Statement filed on Form 6-K on June 11, 2007; 3,000,000 Ordinary Shares issued pursuant to the Original Warrant; and an additional 3,787,500 Ordinary Shares issuable 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 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 14,356,427*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 14,356,427
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,356,427
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) 36.39%**
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.

** Based on 36,453,118 Ordinary Shares outstanding as of June 7, 2007 as reported by the Issuer in its Proxy Statement filed on Form 6-K on June 11, 2007; and 3,000,000 Ordinary Shares issued pursuant to the Original Warrant.

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 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 14,297,927*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 14,297,927
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,297,927
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) 36.24%**
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 Amendment No. 6 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”, together with the Original Schedule 13D, the Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4, and the Amendment No. 5, 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 3. Source and Amount of Funds or Other Considerations.

The response set forth in Item 3 of the Schedule 13D is hereby amended and restated in its entirety with the paragraph below:

“14,297,927 of the Ordinary Shares beneficially owned by the Reporting Persons were directly acquired by Alkaloida as described in Item 4 below with available cash on hand. 58,500 of the Ordinary Shares beneficially owned by Sun Pharma and Sun were directly acquired by Sun Pharma with available cash on hand. An additional 3,787,500 of the Ordinary Shares beneficially owned by Sun are shares issuable upon exercise of Warrant No. 2.”

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 text after the penultimate paragraph of Item 4:

“On June 23, 2008, Alkaloida purchased from Harel Insurance Company Limited 797,870 Ordinary Shares at $9.50 per share, for a total consideration of $7,579,765.00 in cash.

Sun intends to vigorously dispute the validity of the termination of the Merger Agreement. In furtherance of this intention, in a letter to the Issuer's Chairman on June 23, 2008, Dilip Shanghvi, Chairman and Managing Director of Sun, responded (i) to a letter from the Issuer's Chairman, dated June 19, 2008, to the Issuer’s shareholders, (ii) a June 15, 2008 letter from the Issuer's Chairman to Mr. Shanghvi, and (iii) the Initiating Motion filed by the Issuer with the Tel-Aviv District Court on June 15, 2008. Mr. Shanghvi's letter reiterates Sun's objections to the Issuer’s proposed sale of its Irish operations on the grounds that (1) such sale would constitute a mishandling of assets by the Issuer, (2) the terms of such sale are unfavorable to the Issuer, (3) the Issuer has failed to demonstrate a robust and transparent sale process, and (4) such sale would constitute continued entrenchment by the Levitt family.”

Item 7. Materials to be Filed as Exhibits.

	Exhibit No.	Description
	99.18	Letter, dated June 23, 2008, from Sun


		Pharmaceutical Industries Ltd. to Dr. Barrie Levitt, Chairman of the Board of Directors of Taro Pharmaceutical Industries Ltd.
	99.19	Joint Filing Agreement, dated as of July 2, 2007, incorporated by reference to the Original Schedule 13D.

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:

June 24, 2008	SUN PHARMACEUTICAL INDUSTRIES LTD.


	/s/ Dilip S. Shanghvi
	Signature


	Mr. Dilip S. Shanghvi
	Chairman & Managing Director
	Name/Title


	SUN PHARMA GLOBAL, INC.


	/s/ Harin Mehta
	Signature


	Mr. Harin Mehta
	Managing Director
	Name/Title


	ALKALOIDA CHEMICAL COMPANY
	EXCLUSIVE GROUP LIMITED.


	/s/ Harin Mehta
	Signature


	Mr. Harin Mehta
	Director
	Name/Title

SCHEDULE A

ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSONS

The response set forth in Schedule A of the Schedule 13D is hereby amended and restated in its entirety with the information below:

SUN PHARMACEUTICAL INDUSTRIES LTD.

Name of Directors of Reporting Persons	Principal Address	Principal Occupation	Citizenship
Dilip S. Shanghvi1	Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India.	Chairman of the Board and Managing Director, Sun Pharmaceutical Industries Ltd.	Indian
Sudhir V. Valia	Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri (East), Mumbai – 400 059, India.	Director, Sun Pharmaceutical Industries Ltd.	Indian
Sailesh T. Desai	Sun Pharmaceutical Industries Ltd. 402, 4th Floor, R. K. Centre, Fatehgunj Main Road, Baroda – 390 002, India.	Director, Sun Pharmaceutical Industries Ltd.	Indian
S. Mohanchand Dadha	250 Lloyds Road, Royapettah, Chennai 600014, India.	Businessman.	Indian
Hasmukh S. Shah	15 Dhanushya Society, Sama Road, Vadodara 390 008, India.	Professional.	Indian
Keki Minu Mistry	HDFC Limited, Ramon House, 5th Floor, H. T. Parekh Marg, 169, Backbay Reclamation, Churchgate, Mumbai – 400 020, India.	Managing Director, HDFC Limited.	Indian
Ashwin S. Dani	Asian Paints (India) Ltd. 6-A, Shanti Nagar, Santacruz	Vice Chairman & Managing Director, Asian Paints (India)	Indian

1 As of April 19, 2007, Dilip Shanghvi holds 23,397,048 Equity Shares of Sun Pharmaceutical Industries Ltd.

Name of Directors of Reporting Persons	Principal Address	Principal Occupation	Citizenship
	(East), Mumbai – 400055, India.	Ltd.

Name of Executive Officers of Reporting Persons	Principal Addres	Principal Occupation2	Citizenship
Vipul Doshi	Sun Pharmaceutical Industries Ltd. SPARC, Tandalja, Vadodara-390 020, Gujarat, India.	Sr. Vice President (Quality).	Indian
Rakesh Mehta	Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri (E) Mumbai – 400 059 Maharashtra, India.	Sr. Vice President, (International Marketing).	Indian
Abhay Gandhi	Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri (E) Mumbai – 400 059, Maharashtra, India.	Exec. Vice President, (International Marketing).	Indian
T. K. Roy	Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri (E) Mumbai – 400 059, Maharashtra, India.	Sr. Vice President (Marketing).	Indian
Lokesh Sibal	Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri (E) Mumbai – 400 059, Maharashtra, India.	Sr. Vice President (Marketing).	Indian
Sharda Crishna	Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri (E) Mumbai – 400 059, Maharashtra, India.	Sr. Vice President (Marketing).	Indian

2 The Principal Occupation of each person is employment by Sun Pharmaceutical Industries Ltd.

Name of Executive Officers of Reporting Persons	Principal Addres	Principal Occupation2	Citizenship
Kirti Ganorkar	Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India.	Vice President (Business Development).	Indian
Sampad Bhattacharya	Sun Pharmaceutical Industries Ltd., Halol, Gujarat, India.	Vice President (Operations).	Indian
A. H. Khan	Sun Pharmaceutical Industries Ltd., Acme Plaza, Andheri Kurla Road, Andheri (E) Mumbai – 400 059 Maharashtra, India.	Sr. General Manager (Human Resources).	Indian
D. R. Desai	Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India.	Sr. General Manager (Accounts).	Indian
Kamlesh H. Shah	Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, , Andheri (E) Mumbai – 400 059 Maharashtra, India.	Deputy General Manager (Accounts) & Company Secretary.	Indian
Ashok I. Bhuta	Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093 India.	Deputy General Manager (Legal & Secretarial) & Compliance Officer.	Indian
Dr. Ratnesh Shrivastava	Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India.	Vice President (Intellectual Property Cell).	Indian

Name of Executive Officers of Reporting Persons	Principal Addres	Principal Occupation2	Citizenship
Uday V. Baldota	Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India.	Vice President (Investor Relations).	Indian
Sunil P. Mehta	Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093, India.	Vice President.	Indian
K. Nandakumar	Sun Pharmaceutical Industries Ltd. Acme Plaza, Andheri Kurla Road, Andheri (E) Mumbai – 400 059, Maharashtra, India.	Vice President (Marketing).	Indian

SUN PHARMA GLOBAL INC.

Name of Directors of Reporting Persons	Principal Address	Principal Occupation	Citizenship
Dilip S. Shanghvi	Sun Pharmaceutical Industries Ltd. 17/B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai 400 093. India.	Director, Sun Pharmaceutical Industries Ltd.	Indian
Harin Mehta	Flat no. 3,1, Elmunkas street, Tiszavasvari, Hungary - 4440	Managing Director, Sun Pharma Global Inc.	Indian
Sunil Gandhi	SuGandhManagement, Consultancy, 704, Al Tawihidi Building, 2, Mankhool Road, Near Ramda Hotel, Bur-Dubai, P. O. Box 12850. Dubai, U. A. E.	Financial Consultant.	Indian
Surendra Joshi	P.O. Box 696, Muttrah, Post Code No. 114, Sultanate of Oman.	Tax Consultant.	Indian

Name of Directors of Reporting Persons	Principal Address	Principal Occupation	Citizenship
Rajendra Purshotam Ashar	P.O. Box 526, Muttrah, Post Code No. 131, Ai Hamriya, Sultanate of Oman.	Businessman.	Indian

Name of Executive Officers of Reporting Persons	Principal Address	Principal Occupation3	Citizenship
Ms.Hellen De Kloet	Sun Pharma Global Inc. P.O Box 12850, Dubai, U.A.E.	President, Europe.	Netherlands
Dr. Juliette Omtzigt	Sun Pharma Global Inc. P.O Box 12850, Dubai, U.A.E.	General Manager -Regulatory Affairs, Europe.	Netherlands
Marc Hourigan	Sun Pharma Global Inc. P.O Box 12850, Dubai, U.A.E.	Vice President – Business Development (Hospital Products).	United Kingdom

ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD.

Name of Directors of Reporting Persons	Principal Address	Principal Occupation	Citizenship
Harin Mehta	Flat no. 3,1, Elmunkas street, Tiszavasvari, Hungary – 4440.	Managing Director, Sun Pharma Global Inc.	Indian
Jayesh Shah	Caraco Pharmaceutical Laboratories Limited, 1150 Elijah McCoy Drive, Detroit, MI 48202, USA.	Director-Commercial, Caraco Pharmaceutical Laboratories Limited.	Indian
Katalin Szilágyi	4440 Tiszavasvári, Kelp Ilona u. 3., Hungary.	Director, Quality Assurance & Quality Control, Alkaloida Chemical Company Exclusive Group Ltd.	Hungarian
Sudhir V. Valia	Acme Plaza, Andheri Kurla Road, Andheri (East), Mumbai 400 059, India.	Professional Company Directorships.	Indian

Name of Executive Officers of Reporting Persons

Principal Address4

Principal Occupation5

Citizenship

3 The Principal Occupation of each person is employment by Sun Pharma Global Inc.

Name of Executive Officers of Reporting Persons	Principal Address4	Principal Occupation5	Citizenship
Gyula Sotkó	Alkaloida Chemical Company Exclusive Group Ltd.	Purchasing & Logistics Manager.	Hungarian
Katalin Szilágyi	Alkaloida Chemical Company Exclusive Group Ltd.	Director, Quality Assurance & Quality Control.	Hungarian
Dr. József Simon	Alkaloida Chemical Company Exclusive Group Ltd.	Chief Legal Advisor.	Hungarian
Zoltán Nagy	Alkaloida Chemical Company Exclusive Group Ltd.	Human Resources Manager.	Hungarian
Tibor Horváth	4026 Debrecen, Hatvan u. 1/C.III/3. The Republic of Hungary.	Poppy System Manager.	Hungarian
Zoltán László	Alkaloida Chemical Company Exclusive Group Ltd.	Technical Supply Manager.	Hungarian
Ferenc Vicsai	Alkaloida Chemical Company Exclusive Group Ltd.	Controlling Manager.	Hungarian
János Weninger	1213 Budapest, Szárcsa u. 6. The Republic of Hungary.	Export Manager.	Hungarian
Tamás Udvari	1092 Budapest, Ráday u. 16. I/22. The Republic of Hungary.	Finance Manager.	Hungarian

4 Unless otherwise indicated, the Principal Address of each person is the Principal Office of Alkaloida Chemical Company Exclusive Group Ltd., Kabay János u. 29, H-4440 Tiszavasari, The Republic of Hungary.

5 The Principal Occupation of each person is employment by Alkaloida Chemical Company Exclusive Group Ltd.

EXHIBIT INDEX

Exhibit No.	Description
99.18	Letter, dated June 23, 2008, from Sun Pharmaceutical Industries Ltd. to Dr. Barrie Levitt, Chairman of the Board of Directors of Taro Pharmaceutical Industries Ltd.
99.19	Joint Filing Agreement, dated as of July 2, 2007, incorporated by reference to the Original Schedule 13D.

EX-99.18 2 ss40626_ex9918.htm

17/B, Mahal Industrial Estate,

Mahakali Caves Road,

Andheri (East), Mumbai 400 093 India

Tel.: (91-22) 6645 5645

Fax: (91-22) 6645 5685

June 23rd, 2008

Dr. Barrie Levitt

Chairman of the Board of Directors

Taro Pharmaceutical Industries Ltd.

14 Hakitor Street

Haifa Bay 26110, Israel

Fax No.: 972-4-872-7165

Taro Pharmaceutical Industries Ltd.

Italy House, Euro Park

Yakum 60972, Israel

Fax No.: 972-9-955-7443.

Re:	Taro Pharmaceuticals Ireland Limited

Dear Barrie:

I refer to your letter of June 19, 2008 to Taro’s shareholders, your letter of June 15, 2008 to me and the Initiating Motion filed by Taro in the Tel-Aviv District Court on the same day.

It is telling that, in each of these documents, Taro has been unable to address our substantive objections to the proposed sale of Taro’s Irish subsidiary (“Taro Ireland”). Instead, you have tried to deflect attention from the logic of our reasoning by accusing us of breaching our duty of good faith to Taro and its other shareholders. We find this laughable. We made public our grave concerns about the proposed sale, not because we were trying to improperly interfere with Taro’s business, as your lawsuit claims, but because, as a shareholder and potential owner of Taro – whose efforts to consummate the transaction we signed in 2007 you have blocked at every turn – we have no alternative means of alerting other shareholders to the unseemly circumstances of the proposed sale.

We have no intention of interfering with Taro’s business. Indeed, this would be contrary to our own interests. We do, however, seek full disclosure of the facts relating to the proposed sale of Taro Ireland, as well as management’s justifications for what would appear to a rational onlooker to be a disposition of a valuable asset at an inopportune time, and on terms highly unfavorable to Taro.

We once again present our key concerns:

Mishandling of Asset. Our primary objection lies in what we believe to be the Taro Board’s mishandling of Taro Ireland. Your simplistic statements that (i) Taro Ireland has been costing $800,000 per month to maintain, and (ii) its sale will enhance Taro’s cash flows, are yet another example of an ill-considered approach by the same management that led Taro to the brink of insolvency in 2006-7, requiring Sun to invest nearly $60 million to rescue the company. Selling the asset now may increase Taro’s short-term cash flow and improve the company’s performance this

year. However, such sale would mean failing to realize a potentially substantial return on the investment of almost $50 million which Taro has made in Taro Ireland over the years.

Taro’s Election Not to Sell Taro Ireland; Engineering of Accounts. Pursuant to our Merger Agreement of May 18, 2007, Taro agreed, as is customary in such transactions, to conduct its business in the ordinary course until the closing of the transaction. A sale of Taro Ireland, which is a significant asset, cannot by any stretch of the imagination be considered an action in the ordinary course, and as such, Taro was required to obtain Sun’s consent to the proposed sale in 2007. While you make much of the fact that the Merger Agreement required Taro to obtain Sun’s consent, you fail to address the truth that Taro could have chosen to, but did not, sell Taro Ireland earlier, especially given that Taro Ireland has been loss-making since the Roscrea facility was acquired in March 2003. Not once during Taro’s financial crisis did you identify a sale of Taro Ireland as a means of improving liquidity. Before we entered into the Merger Agreement with Taro in May 2007, nothing prevented you from pursuing this option.

Why did Taro not pursue a sale earlier? On the facts available to us, it appears that your treatment of Taro Ireland in Taro’s financial statements has, for years, allowed management to present higher profits (or lower losses) to Taro’s shareholders. By capitalizing Taro Ireland’s operating costs, you were able to capitalize such costs as part of Taro Ireland’s fixed asset value on Taro’s consolidated balance sheet (as appears to be the case in the last annual report filed by Taro). Then, it appears that you made a conscious decision to write down the value of Taro Ireland in the unaudited financial statements for 2006, presumably because this enabled Taro to lump the write-down together with other line items in Taro’s worst financial statements ever. To a rational onlooker, it would seem that this was done in the hopes that Taro’s shareholders would fail to notice it as a separate item. This is precisely the type of accounting gamesmanship that we have come to expect from you and your management. Now, you conveniently claim that selling Taro Ireland will help Taro show higher profits. If retaining Taro Ireland was in the interests of Taro’s shareholders earlier, why is that not the case now?

Taro Ireland’s New Products; Potential Revenue. In our view, now is not the time to sell. Things are finally looking up for Taro Ireland; the Irish authorities have approved, or are in the process of approving, a number of products. These products can provide wide access to European markets, and selling now could mean failing to realize potentially significant profits. We believe that the cost of boosting Taro’s short-term cash flows in this manner is too high. Shareholder value is best optimized by cultivating Taro Ireland as a source of future revenues.

We have set out the facts as they appear to us, and are confident that when other shareholders are provided with full disclosure, they will agree entirely with us as to the long-term potential of Taro Ireland and support our objections to the proposed sale. If you feel that we have gotten the wrong impression, we are sure that you will not hesitate to provide Taro’s shareholders with full disclosure as to: (i) the total investment made in Taro Ireland to date, including capitalized losses; (ii) the present asset base of Taro Ireland; (iii) Taro Ireland’s financials for the last five years (including sales, expenditure and profits); and (iv) Taro Ireland’s products which have been, or are in the process of being, approved by the Irish and other authorities.

2. Unfavorable Terms of Proposed Sale. In addition to the questionable rationale for the proposed sale, we have serious misgivings about the patently unfavorable terms of such sale, which include:

(i) Significant undervaluation of the Irish operations. You previously sought our permission under the Merger Agreement to sell Taro Ireland for less than the value of the real estate on which the facilities stand. Such a price would be lower than Taro Ireland’s existing asset value, even without taking into account the probable future growth described above; and

(ii) A form of consideration which puts the risk on Taro. We understand that the proposed consideration includes earn-out payments based on future profits, which are contingent on the third party buyer’s performance, and are not within Taro’s control. Further, such amounts, if payable, will only be received at some future time. Your acceptance of such contingent payments contradicts your ostensible reason for the sale, which, as your letter to Taro’s shareholders claims, is meant to enhance Taro’s cash resources.

To date, Taro has neither been able to reconcile the valuation used in the proposed sale nor provide evidence that this is the best offer available.

3. No Transparent Sale Process. We find it telling that, in conjunction with the unfavorable terms of the proposed sale, Taro has failed to demonstrate a thorough and transparent sale process, including:

(i) No disclosure as to process. Taro has not explained what steps it has taken to ensure the best possible offer for Taro Ireland. To our knowledge, there was no public solicitation of bids. How has Taro publicized the sale? How many offers have been received? Has Taro retained financial or other advisors to assist in presenting Taro Ireland in the best possible light, and to evaluate any offers received?

In fact, on June 15, after we highlighted the failings of the proposed sale, you hastily invited Sun to submit a bid by June 23. While we see no reason to hid on an asset in which we hold a significant stake, this invitation – seemingly an afterthought – only exacerbates our concern that there is indeed no systematic process in place to ensure the best possible terms of sale.

(ii) Identity of proposed buyer. In addition to the undervaluation and risky form of consideration being proposed, we understand that one of the potential buyers has a close relationship with Taro’s senior management. As communicated to you in the past, we have serious doubts as to the arm’s length nature of the proposed transaction. Given the concerns we raised previously, this close relationship should, if anything, have prompted Taro to implement an unimpeachable sale process – which Taro has resoundingly failed to demonstrate.

We are sure that we speak for all shareholders unaffiliated with the management in our quest to obtain full disclosure as to the process by which Taro’s management concluded that such a sale would be in the best interests of Taro and all its shareholders.

4. Entrenchment by the Levitt Family. As we see it, you are proposing to sell Taro Ireland. after investing $50 million in it, and at the very point when it is on the cusp of generating potentially substantial revenue, to a party closely related to senior management, and for a price less than the value of the land on which the facilities stand (part of which price comprises risky contingent future payments). It is no surprise then, that Taro is unable to demonstrate having undertaken a robust sale process. The only rational reason we can imagine for a sale so economically and strategically unfavorable to Taro and its shareholders is that it forms part of your concerted effort to discourage Sun from exercising its right to acquire Taro. This is yet another example of your flagrant breach of fiduciary duty and continued entrenchment by the Levitt family.

I would remind you and the Taro Board that the improper termination of the Merger Agreement does not give Taro the right to sell Taro Ireland without our consent. Any action of this nature will force Sun to hold each of Taro’s Directors personally accountable. Any potential buyer would also be entering into such a transaction at its own risk, and Sun reserves all its rights against Taro, its Directors, and any potential buyer.

Very truly yours,

/s/ Dilip Shanghvi

Dilip Shanghvi
Chairman and Managing Director

cc:

Tal Levitt

Jacob Levitt, M.D.

Daniel Moros, M.D.

Gad Keren

Micha Friedman

Heather Douglas

Eric Johnston

Myron Strober

Haim Fainaro

Ben Ziod Hod

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