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. 8)
______________
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
|
Aaron
M. Lampert
Naschitz,
Brandes & Co.
5
Tuval Street
Tel-Aviv
67897, Israel
(972)
3-623-5000
|
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.
|
**
|
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.
|
Amount
Previously Paid: $7,800.00
|
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.
|
£
|
going-private
transaction subject to Rule 13e-3.
|
£
|
amendment
to Schedule 13D under Rule 13d-2.
|
Check the
following box if the filing is a final amendment reporting the results of the
tender offer: £
This
Amendment No. 8 (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 and Amendment No. 7 (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
4.
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Terms
of the Transaction.
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Item 4 of
Schedule TO is hereby amended and supplemented as follows:
Section 1
of the Offer to Purchase entitled “Terms of the Offer; Expiration Date” is
hereby amended and supplemented as follows:
The
following paragraph is hereby added to the end of the third paragraph of Section
1 of the Offer to Purchase:
“On
September 1, 2008, the Honorable Justice A. Procaccia of the Supreme Court of
Israel issued an order (the “Temporary Order”) prohibiting the closing of the
Offer until the Supreme Court of Israel issues a decision on the appeal of the
STO Litigation. The Temporary Order states that the appeal will be
heard no later than December 15, 2008. While the Temporary Order
remains in effect, the Litigation Condition will not be satisfied.”
Item
11.
|
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
September 1, 2008, the Supreme Court of Israel issued the Temporary Order
prohibiting the closing of the Offer until the Supreme Court of Israel issues a
decision on the appeal of the STO Litigation. The Temporary Order
states that the appeal will be heard no later than December 15,
2008.”
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: September
2, 2008
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ALKALOIDA
CHEMICAL COMPANY
EXCLUSIVE
GROUP LTD.
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By:
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/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: September
2, 2008
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SUN
PHARMACEUTICAL INDUSTRIES LTD.
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By:
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/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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