-----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, GIW4ry22vYmhHPN5mNoo0kpH/zRDsUtSn1pK2KIrly/cFYYK3F2yIA0eHNQBI+sv sRFDShJnaLULPT2tvAtFBw== 0000947871-10-000962.txt : 20100929 0000947871-10-000962.hdr.sgml : 20100929 20100929080535 ACCESSION NUMBER: 0000947871-10-000962 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100914 FILED AS OF DATE: 20100929 DATE AS OF CHANGE: 20100929 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUN PHARMA GLOBAL INC CENTRAL INDEX KEY: 0001197088 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22286 FILM NUMBER: 101095057 BUSINESS ADDRESS: STREET 1: SPARC AKOTA ROAD CITY: VADODARA STATE: A1 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUN PHARMACEUTICAL INDUSTRIES LTD CENTRAL INDEX KEY: 0001197089 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22286 FILM NUMBER: 101095058 BUSINESS ADDRESS: STREET 1: SPARC AKOTA ROAD CITY: VADODARA STATE: K7 ZIP: 390020 BUSINESS PHONE: 01191228212128 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Alkaloida Chemical CO Exclusive Group Ltd. CENTRAL INDEX KEY: 0001438382 STATE OF INCORPORATION: K5 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22286 FILM NUMBER: 101095059 BUSINESS ADDRESS: STREET 1: KABAY JANOS UT 29. CITY: TISZAVASVARI STATE: K5 ZIP: 4440 BUSINESS PHONE: 36.42.521.005 MAIL ADDRESS: STREET 1: KABAY JANOS UT 29. CITY: TISZAVASVARI STATE: K5 ZIP: 4440 4 1 ss101624_4.xml X0303 4 2010-09-14 0 0000906338 TARO PHARMACEUTICAL INDUSTRIES LTD TAROF 0001197089 SUN PHARMACEUTICAL INDUSTRIES LTD 17/B, MAHAL INDUSTRIAL ESTATE, MAHAKALI CAVES ROAD ANDHERI (EAST), MUMBAI K7 400 093 INDIA 0 0 1 1 Affiliated Party 0001197088 SUN PHARMA GLOBAL INC SPARC AKOTA ROAD VADODARA A1 00000 BRITISH COLUMBIA, CANADA 0 0 1 1 Affiliated Party 0001438382 Alkaloida Chemical CO Exclusive Group Ltd. KABAY JANOS UT 29. TISZAVASVARI K5 4440 HUNGARY 0 0 1 1 Affiliated Party Ordinary Shares 2010-09-14 4 P 0 29382 7.75 A 4598309 I See Footnote Ordinary Shares 2010-09-20 4 P 0 2405937 7.75 A 7004246 I See Footnote Founders Shares 2010-09-20 4 P 0 2600 0 A 2600 I See Footnote Option (right to buy) 2010-09-20 4 C 0 2405937 D Ordinary Shares 2333922 I See Footnote Warrant (right to buy) 6.00 2010-09-24 4 C 0 3712500 6.00 D 2007-08-01 2010-05-18 Ordinary Shares 3712500 75000 I Alkaloida Chemical Company Exclusive Group Ltd. Restricted Shares 6.00 2010-09-24 4 C 0 3712500 6.00 A 2007-08-01 Ordinary Shares 3712500 13500000 I Alkaloida Chemical Company Exclusive Group Ltd. Warrant (right to buy) 6.00 2010-09-27 4 C 0 75000 6.00 D 2007-08-01 2010-05-18 Ordinary Shares 75000 0 I Alkaloida Chemical Company Exclusive Group Ltd. Restricted Shares 6.00 2010-09-27 4 C 0 75000 6.00 A 2007-08-01 Ordinary Shares 75000 13575000 I Alkaloida Chemical Company Exclusive Group Ltd. Equivalent to Common Stock. All Ordinary Shares of Taro Pharmaceutical Industries Ltd. (the "Issuer") control in the aggregate two-thirds of the voting power of the Issuer. This amount represents 58,000 Ordinary Shares acquired by Sun Pharma Global, Inc. ("Sun Pharma"), a direct wholly-owned subsidiary of Sun Pharmaceutical Industries Ltd. ("Sun"), on July 11, 2007 and 500 Ordinary Shares acquired by Sun Pharma on July 23, 2007, in each case in open market transactions; 3,712,557 Ordinary Shares acquired by Alkaloida Chemical Company Exclusive Group Ltd. ("Alkaloida"), an indirect subsidiary of Sun on February 19, 2008, from Brandes Investment Partners, L.P., for and on behalf of certain of its investment advisory clients; 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from Harel Insurance Company Limited; and 29,382 Ordinary Shares acquired by Alkaloida on September 14, 2010 upon the expiration of the tender offer to acquire all of Issuer's outstanding Ordinary Shares, commenced on June 30, 2008. In addition, Sun indirectly owns 13,575,000 Ordinary Shares which are restricted stock consisting of: (i) 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 share purchase agreement dated May 18, 2007, between Alkaloida and the Issuer, which entitled Alkaloida to acquire a total of 7,500,000 Ordinary Shares; (ii) 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, and (iii) 3,712,500 Ordinary Shares acquired by Alkaloida on September 24, 2010 and 75,000 Ordinary Shares acquired by Alkaloida on September 27, 2010, in each case pursuant to a warrant dated August 2, 2007, between Sun and the Issuer. See footnotes 2 and 3. This amount represents the ordinary shares described in footnote 2 plus 2,405,937 Ordinary Shares acquired 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, The Taro Development Corporation ("TDC"), Dr. Barrie Levitt, Ms. Tal Levitt, Dr. Jacob Levitt, and Daniel Moros (such individuals, the "Levitts", and together with TDC, the "Grantors"), consisting of (i) 2,405,925 Ordinary Shares directly acquired by Alkaloida from the Levitts, consummating an option granted by the Grantors to Alkaloida under the Option Agreement (described in footnote 7) and (ii) an additional 12 Ordinary Shares directly acquired by Alkaloida from the Levitts. All Founders' Shares of the Issuer control in the aggregate one-third of the voting power of the Issuer ("Founders' Shares"). Pursuant to an Option Agreement, dated May 18, 2007, among Sun (and subsequently assigned to Alkaloida) and the Grantors, Sun and its affiliates have the option (the "Options") to acquire (i) TDC, pursuant to a merger of a subsidiary of Sun with and into TDC, for consideration of approximately $18.1 million, (ii) 2,405,925 Ordinary Shares owned by Barrie Levitt, Daniel Moros and Tal Levitt for $7.75 per Ordinary Share, and (iii) all Class B Common Stock representing a controlling interestof Morley and Company, Inc., a New York company ("Morley"), held by Barrie Levitt for no consideration. 2,600 Founders' Shares of the Issuer, constituting all of the outstanding Founders' Shares, are held by Morley. TDC owns 2,333,142 Ordinary Shares and Morley owns 780 Ordinary Shares. Pursuant to the Letter Agreement, the options described in clauses (ii) and (iii) were consummated. The Options may be exercised by Sun and its affiliates within 30 days after the termination of the Merger Agreement, dated May 18, 2007, among the Issuer, Alkaloida and Aditya Acquisition Company Ltd., a wholly-owned subsidiary of Alkaloida, subject to certain exceptions in the Option Agreement. The expiration date of the Options is subject to the provisions of the Option Agreement. On December 1, 2009 Alkaloida exercised the right to acquire the Ordinary Shares pursuant to a warrant, dated August 2, 2007, and on September 24, 2010, Alkaloida paid for 3,712,500 Ordinary Shares. No expiration date. On December 1, 2009 Alkaloida exercised the right to acquire the Ordinary Shares pursuant to a warrant, dated August 2, 2007, and on September 27, 2010, Alkaloida paid for 75,000 Ordinary Shares. /s/ Sailesh T. Desai, Director of Sun Pharmaceutical Industries Ltd. 2010-09-29 /s/ Harin Mehta, Managing Director of Sun Pharma Global, Inc. 2010-09-29 /s/ Harin Mehta, Managing Director of Alkaloida Chemical Company Exclusive Group Ltd. 2010-09-29 EX-99.1 2 ss101624_ex9901.htm FORM 4 JOINT FILER INFORMATION

Exhibit 99.1

Form 4 Joint Filer Information

Name: Sun Pharma Global Inc.

Address: Registered Office:

International Trust Building

P.O. Box 659

Road Town, Tortola, British Virgin Islands

Office at Woodstock Asia Pascific DMCC,

Office No. 406

The Business Centre, Opp. Burjuman Centre,

Mashreq Bank Bldg.

Bank Street, P.O. Box 12850, Dubai, U.A.E.

Designated Filer: Sun Pharmaceutical Industries Ltd.

Issuer and Ticker Symbol: Taro Pharmaceutical Industries Ltd. (“TAROF”)

Date of Event Requiring Statement: 9/14/2010

Signature: By:	/s/ Harin Mehta
	Harin Mehta, Managing Director of
	Sun Pharma Global, Inc.

Name: Alkaloida Chemical Company Exclusive Group Ltd.

Address: Kabay János u. 29, H-4440 Tiszavasari,

The Republic of Hungary

Designated Filer: Sun Pharmaceutical Industries Ltd.

Issuer and Ticker Symbol: Taro Pharmaceutical Industries Ltd. (“TAROF”)

Date of Event Requiring Statement: 9/14/2010

Signature: By:	/s/ Harin Mehta
	Harin Mehta, Managing Director of
	Alkaloida Chemical Company Exclusive Group Ltd.

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