Last year when we
wrote to you, we had announced our decision to merge Taro
Pharmaceutical Industries Ltd.
On May 28th, Taro sent Sun Pharma a notice for the purported
termination of the merger agreement. Amongst the reasons it
has stated, was the fact that US $10.25 per share, the price
Sun Pharma would have offered after due board clearance, was
too
low in view of the dramatic turnaround at Taro.
Sun Pharma has responded to the letter, stating that Taro
is not entitled to terminate the merger as per the terms of
the
agreement. Sun Pharma remains skeptical of Taro’s turnaround.
In our opinion, if not for Sun Pharma’s cash injections
of approx.
$60 million last year, Taro would have virtually negative
cash - hardly the “dramatic” improvement of which
Taro has boasted.
Sun Pharma has challenged this termination of merger in the
Supreme Court of New York.
While Sun Pharma has made every effort to fulfill its obligations
under the Merger Agreement, Taro has failed to honor its side
of the bargain and take all necessary action to consummate
the merger. Further, Taro has ignored all attempts to discuss,
and
put forward to Taro’s shareholders, an increase in the
merger consideration in order to complete the transaction.
On June 25, Sun Pharma exercised the Option under its Option
Agreement to acquire all the shares held by the controlling
shareholders of Taro Pharmaceuticals Industries Limited (Taro).
In connection with the exercise of the Options, Sun Pharma
has
also commenced a Tender Offer for all Ordinary Shares as required
by the Option Agreement. The Option Agreement also
requires that Sun Pharma specifically commence its Tender
Offer at US $ 7.75 per share.
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