MUMBAI, India, Aug. 26 /PRNewswire/ -- Sun Pharmaceutical Industries Ltd.
(Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUN PHARMA, BSE: 524715) today
announced it was victorious in all elements of its defense of the litigation
brought against it in the Tel-Aviv District Court by Taro Pharmaceutical
Industries Ltd. (Taro) and certain of its directors.
The Tel-Aviv Court yesterday rejected Taro's contention that Sun Pharma
should have conducted a 'special tender offer' under Israeli Law. As a
result, Sun Pharma will be in a position to complete the previously announced
Tender Offer by its subsidiary, Alkaloida Chemical Company Exclusive Group
Ltd. (Alkaloida). Following the closing of the Tender Offer, all conditions
to Sun Pharma's Option Agreement to acquire all the shares held by the
controlling shareholders of Taro will be satisfied and the controlling
shareholders will have to deliver their shares.
In a well reasoned and comprehensive decision, Honorable Judge Dr. Michal
Agmon-Gonen J. of the Tel-Aviv District Court ruled that it was 'disingenuous'
for Taro's directors to claim now, over a year after they approved the
transaction, that a special tender offer was required. The court stated that
the directors should have 'studied the agreements' prior to their being
signed, and should have confirmed then that they were in the company's best
interest. The court stated that the directors cannot claim now that they
suddenly decided a special tender offer is necessary.
Dilip Shanghvi, Chairman and Managing Director, Sun Pharma said, 'It is
clear based on yesterday's ruling that the lawsuit by Taro's independent
directors was part of a calculated effort by Barry Levitt to avoid living up
to his obligations under the Option Agreement. It is time for Dr. Levitt and
his family to live up to the contract and do what is required of them under
the Option Agreement.'
With respect to those directors who are also shareholders, the court
stated that 'these shareholders benefited from Sun's investment, which
basically saved Taro from collapse,' and characterized their conduct in
challenging Sun Pharma's exercise of its contractual option as 'grave.'
The court also ordered Taro and the other plaintiffs to pay Sun Pharma's
costs related to the litigation.
The complete terms and conditions of the tender offer are set out in the
Offer to Purchase, which is filed with the U.S. Securities and Exchange
Commission.
