Taro Pharmaceutical Industries Ltd. (NYSE: TARO) (“Taro” or the
“Company”) today announced that it has called an extraordinary
general meeting of its shareholders (the “Extraordinary General
Meeting”), to be held on May 22, 2024, at 10:00 a.m., Israel time,
and a class meeting (the “Ordinary Class Meeting” and together with
the Extraordinary General Meeting, the “Meetings”) of the holders
of the Company’s ordinary shares (the “Ordinary Shares”), to be
held on May 22, 2024, at 11:00 a.m., Israel time, or immediately
after the conclusion of the Extraordinary General Meeting,
whichever is later, at Meitar Law Offices located at 16 Abba Hillel
Road, 10th Floor, Ramat Gan, Israel. Following the Ordinary Class
Meeting, a class meeting of the holders of the Company’s founders’
shares (the “Founder Shares”) will be held.
At the Meetings, Taro shareholders will be asked to consider and
vote on the approval, pursuant to Section 320 of the Companies Law,
5759-1999 of the State of Israel (together with the regulations
promulgated thereunder, the “Companies Law”), of the merger of Taro
with Libra Merger Ltd., a company formed under the laws of the
State of Israel (“Merger Sub”), under the control of Sun
Pharmaceutical Industries Limited, a corporation organized under
the laws of India (“Sun Pharma”), and a direct, wholly owned
subsidiary of Alkaloida Chemical Company ZRT (f/k/a Alkaloida
Chemical Company Exclusive Group Limited), a company formed under
the laws of Hungary (“Alkaloida”), The Taro Development
Corporation, a company formed under the laws of New York (“TDC”),
and Sun Pharma Holdings, a corporation formed under the laws of
Mauritius (“SPH”), including approval of: (i) the Agreement of
Merger, dated as of January 17, 2024, by and among Sun Pharma,
Alkaloida, Merger Sub, TDC, SPH and Taro (the “Merger Agreement”);
(ii) the merger transaction pursuant to Sections 314 through 327 of
the Companies Law, whereby Merger Sub will merge with and into
Taro, with Taro surviving and becoming an indirect wholly owned
subsidiary of Sun Pharma and its affiliates (the “Merger”); and
(iii) all other transactions contemplated by the Merger Agreement
(collectively, the “Transactions”).
Record holders of Taro’s outstanding Ordinary Shares as of the
close of business in New York City on April 15, 2024, are entitled
to notice of and to one vote at the Meetings or any adjournment or
postponement thereof per Ordinary Share held.
Each of Sun Pharma, Alkaloida, TDC and SPH has agreed to vote or
cause to be voted in favor of the Transactions all of the Ordinary
Shares it beneficially owns and has the power to vote or cause to
be voted, equal to 78.5% of the issued and outstanding Ordinary
Shares and all of the Founder Shares beneficially owned by each of
them (which constitute 100% of the Founder Shares), which together
represent 85.7% of the aggregate voting power of Taro.
If the Merger is completed, Taro will become a privately held
company and its shares will no longer be listed on the NYSE. After
careful consideration, the special committee (the “Special
Committee”) of Taro’s board of directors (the “Board”), composed
entirely of independent directors of the Board, unanimously
determined that the Transactions are advisable and fair to, and in
the best interests of, the minority shareholders, and Taro’s audit
committee of the Board (the “Audit Committee”) unanimously
determined that the Transactions are advisable and fair to, and in
the best interests of, Taro and its shareholders, and each of these
committees unanimously recommended that the Board approve the
Transactions. The Board has (i) upon such recommendations,
unanimously (a) determined that the merger is advisable and fair
to, and in the best interests of, Taro and its shareholders, (b)
approved the Transactions and (c) determined to recommend to the
shareholders of Taro the approval of the Transactions and (ii)
determined that, considering the financial position of the merging
companies, no reasonable concern exists that the surviving company
in the merger will be unable to fulfill the obligations of Taro to
its creditors. If the Transactions are approved at the Meetings, it
is expected that the Transactions will close in late June.
Additional Information About the Merger
On January 17, 2024, Taro furnished to the U.S. Securities and
Exchange Commission (the “SEC”) a current report on Form 6-K
regarding the Merger, which includes as an exhibit thereto the
Merger Agreement. All parties desiring details regarding the Merger
are urged to review these documents, which are available at the
SEC’s website (http://www.sec.gov) and Taro’s website
(http://www.taro.com).
In connection with the Transactions, 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 have prepared and
filed with the SEC a Schedule 13E-3 Transaction Statement that
includes Taro’s proxy statement as an exhibit thereto (as amended,
the “Schedule 13E-3”). The Schedule 13E-3 was filed with the SEC on
February 15, 2024, and amendments to the Schedule 13E-3 filed with
the SEC on March 11, 2024, March 20, 2024, and April 15, 2024,
respectively. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3, INCLUDING ALL
AMENDMENTS AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE, AS THEY 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).
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 Merger. Information regarding the persons who may be considered
“participants” in the solicitation of proxies are set forth in the
Schedule 13E-3 and proxy statement.
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
Merger proceed.
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 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 includes
the proxy statement) filed by the Company. These documents are
available on the SEC Filings section of the Investor Relations
section of the Company’s website at: https://taro.gcs-web.com/.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240412630482/en/
Investor Relations Contacts Taro
Pharmaceutical Industries Ltd. William J. Coote VP, CFO
(914) 345-9001 William.Coote@taro.com
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