SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
SCHEDULE
TO
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
(Amendment
No. 19)
______________
TARO
PHARMACEUTICAL INDUSTRIES LTD.
(Name of
Subject Company (Issuer))
______________
ALKALOIDA
CHEMICAL COMPANY EXCLUSIVE GROUP LTD.
(Name of
Filing Person (Offeror))
a
subsidiary of
SUN
PHARMACEUTICAL INDUSTRIES LTD.
ORDINARY
SHARES, NOMINAL (PAR) VALUE NIS 0.0001 PER SHARE
(Title of
Class of Securities)
M8737E108
(CUSIP
Number of Class of Securities)
______________
Mr. Harin
P. Mehta
Director
Alkaloida
Chemical Company Exclusive Group Ltd.
Kabay
János u. 29, H-4440 Tiszavasari, The Republic of Hungary
+36-42-521-005
(Name,
Address and Telephone Number of Persons Authorized to Receive
Notices
and
Communications on Behalf of filing persons)
______________
Copy
to:
Peter
D. Lyons
Shearman
& Sterling LLP
599
Lexington Avenue
New
York, New York 10022
(212)
848-4000
|
Clifford
M. J. Felig
Meitar
Liquornik Geva & Leshem Brandwein
16
Abba Hillel Silver Rd.
Ramat
Gan 52506, Israel
(972)
3-610-3100
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CALCULATION
OF FILING FEE
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
|
$194,554,682.50
|
$7,646.00
|
*
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Estimated
for purposes of calculating the amount of the filing fee
only. Calculated by multiplying $7.75, the per share tender
offer price, by 25,103,830 shares.
|
**
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Calculated
as 0.00393% of the transaction value.
|
R
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
|
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Amount
Previously Paid: $7,800.00
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Filing
Party: Alkaloida Chemical
Company Exclusive Group Ltd.
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Form
or Registration No.: Schedule
TO
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Date
Filed: June 30,
2008
|
£
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
|
|
Check
the appropriate boxes to designate any transactions to which the statement
relates:
|
R
|
third-party
tender offer subject to Rule 14d-1.
|
£
|
issuer
tender offer subject to Rule 13e-4.
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£
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going-private
transaction subject to Rule 13e-3.
|
£
|
amendment
to Schedule 13D under Rule 13d-2.
|
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Check
the following box if the filing is a final amendment reporting the results
of the tender offer: £
|
This
Amendment No. 19 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO filed on June 30, 2008, as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment
No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10,
Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14,
Amendment No. 15, Amendment No. 16, Amendment No. 17 and Amendment No. 18 (as so
amended, the “Schedule TO”) by Alkaloida Chemical Company Exclusive Group Ltd.
(“Purchaser”), a Hungarian company and a subsidiary of Sun Pharmaceutical
Industries Ltd. (“Sun”), an Indian company. This Schedule TO relates
to the offer by Purchaser to purchase all outstanding Ordinary Shares, nominal
(par) value NIS 0.0001 per share, of Taro Pharmaceutical Industries Ltd. (the
“Company”), an Israeli corporation, at a purchase price of $7.75 per Ordinary
Share, net to the seller in cash (subject to applicable withholding taxes),
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated June 30, 2008 and in the related Letter of
Transmittal. Except as specifically provided herein, this Amendment
does not modify any of the information previously reported on the Schedule
TO.
Item
11.
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Additional
Information.
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Item 11
of Schedule TO is hereby amended and supplemented as follows:
Section
15 of the Offer to Purchase entitled “Certain Legal Matters and Regulatory
Approvals” is hereby amended and supplemented as follows:
The
following paragraph is hereby added after the last paragraph of Section 15(IV)
entitled “Relevant Litigation”:
“On March
30, 2009, Sun informed the Supreme Court of Israel that although all the parties
to the STO Litigation, as well as the Levitt and Moros families, engaged in a
mediation process, as previously recommended by the Supreme Court, to resolve
the dispute over the STO Litigation, such mediation attempts were unsuccessful
and no agreement was reached. Sun is now awaiting a decision of the
Supreme Court.”
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
Dated: March
30, 2009
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ALKALOIDA
CHEMICAL COMPANY EXCLUSIVE
GROUP LTD. |
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By: |
/s/
Harin Mehta |
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Name:
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Mr. Harin
Mehta |
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Title:
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Director |
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After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
Dated: March
30, 2009
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SUN
PHARMACEUTICAL INDUSTRIES LTD. |
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By: |
/s/
Sudhir V. Valia |
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Name:
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Mr. Sudhir V.
Valia |
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Title:
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Director |
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