This
Amendment No. 11 (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 and Amendment No. 10
(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.
|
Terms
of the Transaction.
|
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 tenth
paragraph of Section 1 is hereby amended and restated in its entirety as
follows:
“Purchaser
shall pay (subject to applicable withholding taxes) for all Ordinary Shares
validly tendered and not withdrawn, promptly following the acceptance of
Ordinary Shares for payment pursuant to the Offer. Notwithstanding
the immediately preceding sentence and subject to the applicable rules of the
Commission and the terms and conditions of the Offer, Purchaser also expressly
reserves the right (but will not be obligated) (i) to delay payment for Ordinary
Shares in order to comply in whole or in part with the Proration Requirement
(any such delay shall be effected in compliance with Rule 14e-1(c) under the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (collectively, the “Exchange Act”), which requires
Purchaser to pay the consideration offered or to return Ordinary Shares
deposited by or on behalf of shareholders promptly after the termination or
withdrawal of the Offer), (ii) to extend or terminate the Offer and not to
accept for payment or pay for any Ordinary Shares not theretofore accepted for
payment or paid for, upon the occurrence of any of the conditions to the Offer
specified in Section 14, and (iii) to amend the Offer or to waive any conditions
to the Offer, in each case by giving oral or written notice of such delay,
termination, waiver or amendment to the Depositary and by making a public
announcement thereof.”
Section 2
of the Offer to Purchase entitled “Acceptance for Payment for Ordinary Shares;
Transfer of Ordinary Shares to the Trust” is hereby amended and supplemented as
follows:
The third
sentence of the first paragraph of Section 2 is hereby amended and restated in
its entirety as follows:
“Notwithstanding
the immediately preceding sentence and subject to applicable rules and
regulations of the Commission, Purchaser expressly reserves the right to delay
payment for Ordinary Shares in order to comply in whole or in part with the
Proration Requirement.”
Section 3
of the Offer to Purchase entitled “Procedures for Accepting the Offer and
Tendering Ordinary Shares” is hereby amended and supplemented as
follows:
The
eighth paragraph entitled “Determination of Validity” of Section 3 of the Offer
to Purchase is hereby amended and restated as follows:
“Determination of
Validity. All
questions as to the form of documents and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Ordinary
Shares will be determined by Purchaser, in its sole discretion, which
determination shall be final and binding on all parties, provided, however, such
determination is subject to any decision made by a court of competent
jurisdiction upon a lawful challenge to Purchaser’s determination. Purchaser reserves the
absolute right to reject any and all tenders determined by it not to be in
proper form or the acceptance for payment of which may, in the opinion of its
counsel, be unlawful. Purchaser also reserves the absolute right to
waive any condition of the Offer to the extent permitted by applicable law
or any defect or irregularity in the tender of any Ordinary Shares of any
particular shareholder, whether or not similar defects or irregularities are
waived in the case of other shareholders. No tender of Ordinary Shares will be deemed to
have been validly made until all defects and irregularities have been cured or
waived. None of Purchaser, Sun or any of their respective affiliates
or assigns, the Dealer Manager, the Depositary, the Information
Agent or any other person will be under any
duty to give notification of any defects or irregularities in tenders or incur
any liability for failure to give any such
notification. Purchaser’s interpretation of the terms and
conditions of the Offer (including the Letter of Transmittal and the
instructions thereto) will be final and binding, provided, however, such
determination is subject to any decision made by a court of competent
jurisdiction upon a lawful challenge to Purchaser’s determination.”
Section 4
of the Offer to Purchase entitled “Withdrawal Rights” is hereby amended and
supplemented as follows:
The first
sentence of the third paragraph of Section 4 of the Offer to Purchase is hereby
amended and restated as follows:
“All questions as to the form and
validity (including time of receipt) of any notice of withdrawal will be
determined by Purchaser, in its sole discretion, whose determination will be
final and binding, provided, however, such
determination is subject to any decision made by a court of competent
jurisdiction upon a lawful challenge to Purchaser’s determination.”
Section
14 of the Offer to Purchase entitled “Certain Conditions of the Offer” is hereby
amended and supplemented as follows:
The
second paragraph of Section 14 of the Offer to Purchase is hereby amended and
restated as follows:
“The
foregoing conditions are for the sole benefit of Purchaser and its affiliates
and may be asserted by Purchaser and/or its affiliates regardless of the
circumstances giving rise to any such condition (unless Purchaser and/or its
affiliates cause the triggering of such conditions) or, may be waived by
Purchaser and/or its affiliates in whole or in part at any time and from time to
time prior to the expiration of the Offer in their sole
discretion. The failure by Purchaser and/or its affiliates at any
time to exercise any of the foregoing rights shall not be deemed a waiver of any
such right; the waiver of any such right with respect to particular facts and
other circumstances shall not be deemed a waiver with respect to any other facts
and circumstances, and each such right shall be deemed an ongoing right that may
be asserted at any time and from time to time prior to the expiration of the
Offer.”