taro_sc14d9a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
to
SCHEDULE
14D-9
Solicitation/Recommendation
Statement Under Section 14(d)(4)
of
the Securities Exchange Act of 1934
TARO
PHARMACEUTICAL INDUSTRIES LTD.
(Name
of Subject Company)
TARO
PHARMACEUTICAL INDUSTRIES LTD.
(Name
of Person(s) Filing Statement)
Ordinary
Shares, NIS 0.0001 nominal (par) value per share
(Title
of Class of Securities)
M8737E108
(CUSIP
Number of Class of Securities)
Taro
Pharmaceutical Industries Ltd.
Ron
Kolker
Senior
Vice President, Chief Financial Officer
Italy
House, Euro Park
Yakum
60972, Israel
+972-9-971-1800
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of
the Person(s) Filing Statement)
With
copies to:
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Jeffrey
W. Tindell
|
David
H. Schapiro
|
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Skadden,
Arps, Slate, Meagher & Flom LLP
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Yigal
Arnon & Co.
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Four
Times Square
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1
Azrieli Center
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New
York, New York 10036
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Tel-Aviv
67021
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(212)
735-3000
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Israel
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+972-3-607-7856
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[ ] Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer
This Amendment No. 4 to the Schedule
14D-9 (this “Amendment”), filed with the U.S. Securities and Exchange Commission
(the “SEC”) on August 29, 2008, amends and supplements the Schedule 14D-9 filed
with the SEC on July 10, 2008 by Taro Pharmaceutical Industries Ltd., a company
incorporated under the laws of the State of Israel (“Taro” or the “Company”), as
previously amended by Amendment Nos. 1, 2 and 3 thereto filed with the SEC on
July 23, 2008, July 28, 2008, and August 28, 2008, respectively. The
Schedule 14D-9 relates to the tender offer by Alkaloida Chemical Company
Exclusive Group Ltd., a company organized under the laws of the Republic of
Hungary (the "Offeror") and a subsidiary of Sun Pharmaceutical Industries Ltd.,
a company organized under the laws of the Republic of India ("Sun India" and,
together with the Offeror and their respective affiliates, collectively, "Sun"),
to purchase all of the Company's ordinary shares, NIS 0.0001 nominal (par) value
per share, for $7.75 per share, net to the seller (subject to withholding taxes,
as applicable) in cash, without interest, upon the terms and subject to the
conditions described in the Tender Offer Statement on Schedule TO filed by Sun
with the SEC on June 30, 2008, as amended.
The information in the Schedule 14D-9
is incorporated in this amendment by reference to all of the applicable items in
the Schedule 14D-9, except that such information is hereby amended and
supplemented to the extent specifically provided herein.
Item 4. The Solicitation or
Recommendation; Item 8. Additional Information.
Item 4 and Item 8 of the Schedule 14D-9
are hereby amended and supplemented by adding thereto the following
information:
“Taro filed an appeal (the “Appeal”)
with the Supreme Court of the State of Israel in its lawsuit against Sun, from
the decision issued by the Tel-Aviv District Court in OM 505/08 on August 26,
2008. In connection with the Appeal, Taro also requested the Supreme
Court to issue a stay of the District Court decision that would prohibit Sun
from closing its tender offer for Taro’s shares and from increasing its voting
interest in the Company above the 45 percent level pending resolution of the
Company's appeal. On August 29, 2008, the Supreme Court ordered Sun to file a
response to Taro's request for a stay by August 31, 2008.”
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 4 to Schedule 14D-9 is true,
complete and correct.
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TARO
PHARMACEUTICAL
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INDUSTRIES
LTD.
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By:
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/s/
Ron Kolker
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Name:
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Ron
Kolker
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Title:
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Senior Vice President, Chief
Financial Officer.
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Date: August
29, 2008