Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 2
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:
Jeffrey
W. Tindell
|
David
H. Schapiro
|
Skadden,
Arps, Slate, Meagher & Flom LLP
|
Yigal
Arnon & Co.
|
Four
Times Square
|
1
Azrieli Center
|
New
York, New York 10036
|
Tel-Aviv
67021
|
(212)
735-3000
|
Israel
|
|
+972-3-607-7856
|
|
|
oCheck
the
box if the filing relates solely to preliminary communications made before
the
commencement of a tender offer
This
Amendment No. 2
to the
Schedule 14D-9 (this “Amendment”), filed with the U.S. Securities and Exchange
Commission (the “SEC”) on July 28, 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 No. 1 thereto filed with the
SEC on July 23, 2008. 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:
On
July
28, 2008, the Company issued a press release and mailed a letter to its
shareholders reaffirming its recommendation to reject the Sun
Offer.
A
copy of
the press release and the letter are filed as exhibits hereto and are
incorporated herein by reference.
Item
9. Exhibits.
Item
9 of
the Schedule 14D-9 is hereby amended and supplemented by adding the following
exhibits:
Exhibit
No.
|
Description
|
(a)(4)
|
Press
release issued July 28, 2008
|
(a)(5)
|
Letter
to shareholders, mailed July 28,
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. 2 to Schedule 14D-9 is true,
complete and correct.
|
TARO
PHARMACEUTICAL INDUSTRIES LTD.
|
|
By:
/s/
Ron Kolker
|
|
Name:
Ron Kolker
|
|
Title:
Senior Vice President, Chief Financial
Officer.
|
Date:
July 28, 2008
INDEX
TO EXHIBITS
Exhibit
No.
|
Description
|
(a)(4)
|
Press
release issued July 28, 2008
|
(a)(5)
|
Letter
to shareholders, mailed July 28,
2008
|