Ex(a)(1)(C)
Notice of Guaranteed Delivery
for
Tender of Ordinary Shares
of
TARO PHARMACEUTICAL INDUSTRIES LTD.
to
ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD.
a subsidiary of
SUN PHARMACEUTICAL INDUSTRIES LTD.
(Not to be used for Signature Guarantees)
This Notice of Guaranteed delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates (“Share Certificates”), evidencing Ordinary Shares, nominal (par) value NIS 0.0001 per share (“Ordinary Shares”), of Taro Pharmaceutical Industries Ltd. (the “Company”), an Israeli corporation, are not immediately available, (ii) if Share Certificates and all other required documents cannot be delivered to Computershare, as depositary (the “Depositary”), prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase (as defined below)) or (iii) if the procedure for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted by telegram, or facsimile transmission to the Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
COMPUTERSHARE
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| By Mail: | | By Facsimile Transmission: | | By Overnight Courier: |
Computershare
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, RI02940-3011 | | For Eligible Institutions Only:
(617) 360-6810
For Confirmation Only Telephone:
(781) 575-2332 | | Computershare
c/o Voluntary Corporate Actions
250 Royall Street
Canton, MA 02021 |
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to Alkaloida Chemical Company Exclusive Group Ltd. (“Purchaser”), a Hungarian company and a subsidiary of Sun Pharmaceutical Industries Ltd. (“Sun”), an Indian company, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 30, 2008 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”), receipt of each of which is hereby acknowledged, the number of Ordinary Shares specified below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Number of Ordinary Shares:
Certificate Nos. (If Available):
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| o | Check this box if Ordinary Shares will be delivered by book-entry transfer: |
Book-Entry Transfer Facility
Signature(s) of Holder(s)
Dated: , 200
Please Type or Print
Address
Zip Code
Daytime Area Code and Telephone No.
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a participant in the Security Transfer Agents Medallion Program or an “eligible guarantor institution,” as such term is defined in Rule 17 Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees to delivery to the Depositary either certificates representing the Ordinary Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Ordinary Shares into the Depositary’s account at The Depositary Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or, in the case of a book-entry transfer, confirmation of the book-entry transfer of such Ordinary Shares in the Depositary’s account and The Depositary Trust Company, together with an Agent’s Message (as defined in the Offer to Purchase), in each case together with any other documents required by the Letter of Transmittal, within three Nasdaq National Market trading days (as defined in the Offer to Purchase) after the date hereof.
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Ordinary Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.
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Name of Firm: | | |
| | | Authorized Signature
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Address: | | Name: |
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Zip Code
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Area Code and Tel. No.: | | Dated: , 2008 |
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
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