Washington, D.C. 20549
(Amendment No. 38)
TARO PHARMACEUTICAL INDUSTRIES LTD.
ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD.
SUN PHARMACEUTICAL INDUSTRIES LTD.
Mr. Harin P. Mehta
Alkaloida Chemical Company Exclusive Group Ltd.
Kabay János u. 29, H-4440 Tiszavasari, The Republic of Hungary
This Amendment No. 38 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed on June 30, 2008, as amended by Amendment No. 1 through Amendment No. 37 (as so amended, the “Schedule TO”) by Alkaloida Chemical Company Exclusive Group Ltd. (“Purchaser”), a Hungarian company and a subsidiary of Sun Pharmaceutical Industries Ltd. (“Sun”), an Indian company. This Schedule TO relates to the offer by Purchaser to purchase all outstanding Ordinary Shares, nominal (par) value NIS 0.0001 per share, of Taro Pharmaceutical Industries Ltd. (the “Company”), an Israeli corporation, at a purchase price of $7.75 per Ordinary Share, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 30, 2008 and in the related Letter of Transmittal. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO.
| Item 1. | Summary Term Sheet. |
Item 1 of Schedule TO is hereby amended and supplemented as follows:
The response to the question “What Percentage of the Shares do You and Your Affiliates Currently Own?” in the “Summary Term Sheet” of the Offer to Purchase is hereby amended by adding the following sentences after the third sentence thereof:
“On December 15, 2009, we filed a motion with the Supreme Court of Israel to clarify that the language of the temporary injunction was not meant to extend to Warrant No. 2, but on February 3, 2010, the Supreme Court of Israel declined to issue such ruling.”
| Item 8. | Interest in Securities of the Subject Company. |
Item 8 of Schedule TO is hereby amended and supplemented as follows:
The “Introduction” of the Offer to Purchase is hereby amended and supplemented as follows:
The first paragraph of the section entitled “Shares Owned by Purchaser and its Affiliates” is hereby amended by adding the following sentences at the end thereof:
“On December 15, 2009, Sun and Purchaser filed a motion with the Supreme Court of Israel to clarify that the language of the temporary injunction was not meant to extend to Warrant No. 2, but on February 3, 2010, the Supreme Court of Israel declined to issue such ruling.”
Section 8 of the Offer to Purchase entitled “Certain Information Concerning Purchaser and Sun” is hereby amended and supplemented as follows:
The following sentences are hereby added to the end of the fifth paragraph of Section 8 of the Offer to Purchase:
“On December 15, 2009, Sun and Purchaser filed a motion with the Supreme Court of Israel to clarify that the language of the Temporary Order was not meant to extend to Warrant No. 2, but on February 3, 2010, the Supreme Court of Israel declined to issue such ruling.”
| Item 11. | Additional Information. |
Item 11 of Schedule TO is hereby amended and supplemented as follows:
Section 15 of the Offer to Purchase entitled “Certain Legal Matters and Regulatory Approvals” is hereby amended and supplemented as follows:
The following paragraph is hereby added after the last paragraph of Section 15(IV) entitled “Relevant Litigation”:
“On February 3, 2010, the Supreme Court of Israel granted Templeton’s motion to have Templeton removed as an appellant in the appeal of the decision of the Tel-Aviv District Court in the STO Litigation. The Supreme Court of Israel reinstated Templeton as a respondent in the appeal to ensure that the Supreme Court’s decision on the appeal, once issued, will be binding on Templeton under the principles of res judicata and estoppel for cause.”
