Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 11
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
|
|
|
|
[ ] Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer
This Amendment No. 11 to the Schedule
14D-9 (this "Amendment"), filed with the U.S. Securities and Exchange Commission
(the "SEC") on March 31, 2009, 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 Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 thereto
filed with the SEC on July 23, 2008, July 28, 2008, August 28, 2008, August 29,
2008, September 2, 2008, September 10, 2008, November 12, 2008, January 5, 2009,
January 6, 2009, and January 6, 2009, respectively. 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
and prior amendments is incorporated in this amendment by reference to all of
the applicable items in the Schedule 14D-9 and prior amendments, 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:
In connection with its Appeal before
the Supreme Court of the State of Israel (the "Court") and at the Court's
suggestion, the Company, Sun and Templeton participated in
mediation. In addition, though not parties to the Israeli Appeal, Dr.
Barrie Levitt, Dr. Daniel Moros and Ms. Tal Levitt also participated in the
mediation. On March 30, 2009, the Company and Templeton received a
copy of a notice filed by Sun with the Court which states that "a process of
mediation took place in the presence of Ram Caspi, Adv., and ended without
reaching a mediation arrangement." On March 31, 2009, the Company
notified the Court that "the statement, that the mediation ended without
reaching a mediation arrangement, is not truthful." The Company informed the
Court that if "the Mediator is requested by the Court, he will confirm
this."
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 11 to Schedule 14D-9 is true,
complete and correct.
TARO
PHARMACEUTICAL INDUSTRIES LTD.
By: /s/ Tal Levitt
Name: Tal
Levitt
Title: Secretary
Date: March
31, 2009