sched14d9.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 5
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
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David
H. Schapiro
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Skadden,
Arps, Slate, Meagher & Flom LLP
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Yigal
Arnon & Co.
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Four
Times Square
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1
Azrieli Center
|
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New
York, New York 10036
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Tel-Aviv
67021
|
|
(212)
735-3000
|
Israel
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+972-3-607-7856
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[ ] Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer
This Amendment No. 5 to the Schedule
14D-9 (this “Amendment”), filed with the U.S. Securities and Exchange Commission
(the “SEC”) on September 2, 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 Nos. 1, 2, 3 and 4 thereto filed
with the SEC on July 23, 2008, July 28, 2008, August 28, 2008, and August 29,
2008, 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 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:
"With
respect to Taro’s (and other Appellants) Appeal to the Supreme Court of the
State of Israel and its request that the Supreme Court issue a stay of the
Tel-Aviv District Court’s decision of August 26, 2008, on September 1, 2008 the
Supreme Court issued a decision ordering the Offeror, Sun and Aditya Acquisition
Company Ltd. to refrain from taking any action to move forward with their tender
offer for the purchase of the Company's shares, and to preserve the current
situation in the Company, until a decision on the Appeal is issued. The Appeal
will be heard on its merits before the Supreme Court by no later than December
15, 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. 5 to Schedule 14D-9 is true,
complete and correct.
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TARO
PHARMACEUTICAL INDUSTRIES LTD.
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By:
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/s/
Ron Kolker
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Name:
Ron Kolker
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Title:
Senior Vice President, Chief Financial
Officer.
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Date: September
2, 2008