INTRODUCTION
This Amendment No. 7 (the “ Final Amendment”) to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (as amended hereby, this “Schedule” or “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) Taro Pharmaceutical Industries Ltd., an Israeli company (“Taro” or the “Company”) and the issuer of the ordinary shares, nominal (par) value NIS 0.0001 per share (the “Ordinary Shares”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Sun Pharmaceutical Industries Limited, a corporation organized under the laws of India (“Sun Pharma”); (c) Alkaloida Chemical Company Zrt., a corporation organized under the laws of Hungary and under the control of Sun Pharma (“Alkaloida”); (d) The Taro Development Corporation, a corporation organized under the laws of New York and under the control of Sun Pharma (“TDC”); (e) Sun Pharma Holdings, a corporation organized under the laws of Mauritius and a direct wholly owned subsidiary of Sun Pharma (“SPH”); and (f) Libra Merger Ltd., an Israeli company under the control of Sun Pharma and a direct wholly owned subsidiary of Alkaloida, TDC and SPH (“Merger Sub”).
This Schedule relates to the Agreement of Merger, dated as of January 17, 2024 (the “Merger Agreement”), by and among Sun Pharma, Alkaloida, TDC, SPH, Merger Sub (collectively, the “Sun Pharma Entities”) and Taro, providing for the merger of Merger Sub with and into Taro (the “Merger”), and each outstanding Ordinary Share (other than such shares held by Sun Pharma and its affiliates or Taro and subsidiaries of Taro) being converted into the right to receive $43.00 in cash, without interest and subject to any applicable withholding taxes.
Taro mailed a proxy statement (the “Proxy Statement”) relating to (a) the extraordinary general meeting of Taro shareholders, (b) the general meeting of holders of Ordinary Shares and (c) the class meeting of the holders of the Founder Shares, each of which was duly convened on May 22, 2024 to approve the Merger and at which the requisite quorum was present, during which the Merger was approved by the affirmative vote of Taro shareholders (including a vote of the majority of shares held by Taro shareholders unaffiliated with Sun Pharma). A copy of the Proxy Statement is attached hereto as Exhibit (a)(3)(i) and a copy of the Merger Agreement is attached as Appendix A to the Proxy Statement.
This Final Amendment is being filed to report the results and other relevant information of the transaction that is the subject of the Transaction Statement and the Proxy Statement. The information contained in this Final Amendment is incorporated by reference into the Proxy Statement. All page references in this Final Amendment are to pages in the Proxy Statement. Terms used in this Final Amendment, but not otherwise defined herein, have the meanings ascribed to such terms in the Proxy Statement.
To the extent that information in this Final Amendment differs from, or updates information contained in, the Proxy Statement, the information in this Final Amendment shall supersede or supplement the information in the Proxy Statement. Except as otherwise described in this Final Amendment or the documents referred to, contained in or incorporated by reference in this Final Amendment, the Proxy Statement, the appendices to the Proxy Statement and the documents referred to, contained in or incorporated by reference in the Proxy Statement are not otherwise modified, supplemented or amended. This Final Amendment does not restate the Transaction Statement in its entirety, and the amended and supplemental disclosures contained herein should be read in conjunction with the Transaction Statement, including the Proxy Statement.
Item 15. Additional Information
Item 15(c) is hereby amended and supplemented by adding the following language:
On June 10, 2024, Taro notified the Companies Registrar of the State of Israel (the “Israel Registrar”) that all conditions in the Merger Agreement have been satisfied or waived, and the Israel Registrar issued a certificate evidencing the consummation of the Merger on June 24, 2024, pursuant to which the Merger became effective on June 24, 2024 (such effective time of the Merger, the “Effective Time”). As a result of the Merger, Taro became a private company and an indirect wholly-owned subsidiary of Sun Pharma. On June 24, 2024, Sun Pharma issued a press release announcing the consummation of the Merger, a copy of which is attached hereto as Exhibit (a)(3)(viii).
At the Effective Time, all of the outstanding shares of Taro’s Ordinary Shares immediately prior to the Effective Time, other than any shares held by Sun Pharma or its affiliates, were cancelled in exchange for the right to receive US$43.00 per Ordinary Share in cash without interest.
