Agreed Price of US$43.00 per Share to Deliver 48% Premium to
Unaffected Price on May 25,
2023
MUMBAI, India and NEW YORK, Jan. 17,
2024 /PRNewswire/ -- Sun Pharmaceutical Industries Limited
(Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUNPHARMA, BSE:
524715) (together with its subsidiaries and/or associates referred
as "Sun Pharma") and Taro Pharmaceutical Industries Ltd. (NYSE:
TARO) ("Taro" or the "Company") today announced that they have
entered into a definitive merger agreement in which
Sun Pharma, Taro's controlling shareholder, has agreed to
acquire all of the outstanding ordinary shares of Taro other than
the shares already held by Sun Pharma or its affiliates for
US$43.00 per share in cash without
interest.
Dilip Shanghvi, Managing Director
of Sun Pharma, said, "Over the years, with Sun Pharma's strategic
interventions, Taro has remained a key player in the generic
dermatology market in a challenging environment. Post
completion of the merger, the combined entity will firmly move
forward, leveraging its global strengths and capabilities to better
serve the needs of patients and healthcare professionals."
Uday Baldota, Chief Executive Officer of Taro, said, "Taro is
committed to delivering high quality products to our patients and
customers around the world. This merger will further enable us
compete effectively in our products and markets."
The US$43.00 per share purchase
price represents a 48% premium over the closing price of
US$28.97 per share on May 25, 2023, the last trading day before
Sun Pharma first submitted its non-binding proposal to Taro,
and a premium of 58% to the volume-weighted average price of the
shares during the 60 days prior to and including May 25, 2023. The purchase price also represents
a 13% increase over the initial proposed purchase price of
US$38.00 per share as proposed on
May 26, 2023.
The merger agreement was unanimously recommended by the Special
Committee, which was formed by Taro's Board of Directors to
consider Sun Pharma's proposal. Following a comprehensive
evaluation of the proposal with assistance from independent
financial and legal advisors, the Special Committee determined that
the merger agreement and the per share merger consideration are
fair and in the best interests of Taro and its minority
shareholders.
Upon receiving the unanimous recommendation of the Special
Committee, and following unanimous approval by Taro's Audit
Committee, Taro's Board and the Board of Directors of
Sun Pharma unanimously approved the definitive merger
agreement.
The merger is subject to various closing conditions. These
include, among other conditions, the approval of the merger by the
affirmative vote of shareholders representing at least 75% of the
voting power of the Company's shares present and voting in person
or by proxy at a meeting of the Company's shareholders, including
at least a majority of the voting power of such shares held by
holders other than Sun Pharma and its affiliates or any other
holders having a personal interest (under the Israeli Companies
Law) in the merger and voting thereon. Sun Pharma has agreed
to vote its shares in favor of the merger, and has indicated that
it is not willing to sell its shares to a third party or support
any alternative transaction to the merger.
Upon completion of the merger, currently expected to close in
the first half of 2024, Taro will become a privately held company
and its shares will no longer be listed on the NYSE.
The Special Committee retained BofA Securities, Inc. as its
financial advisor, Goldfarb Gross
Seligman & Co. as its Israeli counsel and Skadden, Arps,
Slate, Meagher & Flom LLP as its U.S. legal counsel, to assist
it in its mandate. Herzog, Fox & Neeman is acting as
Israeli legal counsel to Sun Pharma and Davis Polk & Wardwell LLP is acting as U.S.
legal counsel to Sun Pharma. Meitar is acting as Israeli
legal counsel to Taro and Shearman & Sterling LLP is acting as
U.S. legal counsel to Taro.
Additional Information About the Merger
Taro will furnish to the U.S. Securities and Exchange Commission
(the "SEC") a current report on Form 6‑K regarding the merger,
which will include as an exhibit thereto the merger
agreement. All parties desiring details regarding the merger
are urged to review these documents, which will be available at the
SEC's website (http://www.sec.gov) and Taro's website
(http://www.taro.com).
In connection with the proposed transaction, Taro will prepare
and mail to its shareholders a proxy statement that will include a
copy of the merger agreement. In addition, in connection with
the merger, Taro and certain other participants in the merger will
prepare and disseminate to Taro's shareholders a Schedule 13E-3
Transaction Statement that will include Taro's proxy statement (the
"Schedule 13E-3"). The Schedule 13E-3 will be filed with the SEC
and is subject to its review. INVESTORS AND SHAREHOLDERS ARE URGED
TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND
OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TARO, THE MERGER, AND
RELATED MATTERS. Shareholders also will be able to obtain these
documents, as well as other filings containing information about
Taro, the merger and related matters, without charge from the SEC's
website (http://www.sec.gov) and Taro's website
(http://www.taro.com).
Sun Pharma will furnish the necessary details of the
transaction as per the requirements under Regulation 30 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015.
Taro and its directors and certain of its executive officers and
other employees may be deemed to be participants in the
solicitation of proxies from Taro's shareholders with respect to
the proposed merger. Information regarding the persons who
may be considered "participants" in the solicitation of proxies
will be set forth in the Schedule 13E-3 and proxy statement when
filed with the SEC.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities,
and it is not a substitute for any proxy statement or other
materials that may be filed with or furnished to the SEC should the
proposed merger proceed.
About Sun Pharmaceutical Industries Limited (CIN -
L24230GJ1993PLC019050)
Sun Pharma is the world's fourth largest specialty generics
company with presence in Specialty, Generics and Consumer
Healthcare products. It is the largest pharmaceutical company in
India and is a leading generic
company in the US as well as Global Emerging Markets. Sun's high
growth Global Specialty portfolio spans innovative products in
dermatology, ophthalmology, and onco-dermatology and accounts
for over 16% of company sales. The company's vertically integrated
operations deliver high-quality medicines, trusted by physicians
and consumers in over 100 countries. Its manufacturing facilities
are spread across six continents. Sun Pharma is proud of its
multi-cultural workforce drawn from over 50 nations. For further
information, please visit www.sunpharma.com and follow us
on "X" @SunPharma_Live
About Taro Pharmaceutical Industries Ltd. (NYSE:
TARO)
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. For
further information on Taro Pharmaceutical Industries Ltd., please
visit the Company's website at www.taro.com
Forward-Looking Statements
This announcement contains forward-looking statements,
including, but not limited to, the anticipated timing of closing
the transaction and statements regarding the funding and
consummation of the transactions. These forward-looking statements
can be identified by terminology such as "will," "expects,"
"anticipates," "future," "intends," "plans," "believes,"
"estimates," "confident" and similar statements. Statements that
are not historical or current facts, including statements about
beliefs and expectations, are forward-looking statements.
Forward-looking statements involve factors, risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied in these forward-looking statements.
Such factors, risks and uncertainties include the possibility
that the merger will not occur on the timeline anticipated, or at
all, if events arise that result in the termination of the
Agreement, or if one or more of the various closing conditions to
the merger are not satisfied or waived, or if the regulatory review
process takes longer than anticipated and other risks and
uncertainties discussed in documents filed with the SEC by the
Company as well as the Schedule 13E-3 and the proxy statement to be
filed by the Company. All information provided in this press
release is as of the date of the press release, and the Company
undertakes no duty to update such information, except as required
under applicable law.
Further information on these and other factors is included in
filings the Company makes with the SEC from time to time, including
the section titled "Risk Factors" in the Company's most recent Form
20-F, as well as the Form 6-K and Schedule 13E-3 (which will
include the proxy statement) to be filed by the Company. These
documents are available (or will be available when filed) on the
SEC Filings section of the Investor Relations section of the
Company's website at: https://taro.gcs-web.com/.
Investor Relations Contacts
Sun Pharmaceutical Industries Limited
Investor Contact:
Dr. Abhishek Sharma
Tel: +91 22 4324 4324, Xtn 2929
Tel Direct: +91 22 4324 2929
Mobile: +91 98196 86016
E-mail: abhi.sharma@sunpharma.com
Media Contact:
Gaurav Chugh
Tel: +91 22 4324 4324, Xtn 5373
Tel Direct: +91 22 4324 5373
Mobile: +91 98104 71414
E-mail: gaurav.chugh@sunpharma.com
Media Contact (US):
Janet Metz
Mobile +1 609-389-3044
E mail: janet.metz@sunpharma.com
Taro Pharmaceutical Industries Ltd.
Contact:
William J. Coote
VP, CFO
(914) 345-9001
William.Coote@taro.com
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