taro_sc14d9a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 9
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:
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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
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(212)
735-3000
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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. 9 to the Schedule
14D-9 (this "Amendment"), filed with the U.S. Securities and Exchange Commission
(the "SEC") on January 6, 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 and 8 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 and January 5, 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
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:
"On January 6, 2009, the Company issued
a press release announcing Sun's rejection of the Company's offer to engage in
mediation."
A copy of the press release is filed as
an exhibit hereto and is incorporated herein by reference.
Item
9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby
amended and supplemented by adding the following exhibit:
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Exhibit No.
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Description
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(a)(10)
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Press
release issued January 6,
2009
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SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 9 to Schedule 14D-9 is true,
complete and correct.
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TARO
PHARMACEUTICAL
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INDUSTRIES
LTD.
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By:
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/s/
Ron Kolker
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Name:
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Ron
Kolker
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Title:
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Senior
Vice President, Chief Financial Officer
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| Date: January
6, 2009 |
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INDEX
TO EXHIBITS
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Exhibit No.
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Description
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(a)(10)
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Press
release issued January 6,
2009
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