sc14d9a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________________
Amendment
No. 3
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
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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
|
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. 3 to the Schedule
14D-9 (this “Amendment”), filed with the U.S. Securities and Exchange Commission
(the “SEC”) on August 28, 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 and 2 thereto filed with the SEC on July
23, 2008 and July 28, 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:
“On August 26, 2008, the
Tel-Aviv District Court issued a decision rejecting arguments by the Company and
its independent directors that Sun should be required to comply with the Israeli
special tender offer rules before being permitted to increase its voting
interest in the Company above the 45 percent level.”
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 3 to Schedule 14D-9 is true,
complete and correct.
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TARO
PHARMACEUTICAL
INDUSTRIES
LTD.
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| |
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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: August
28, 2008