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Published on 6/24/2008 in the Prospect News Special Situations Daily.

Sun Pharmaceutical continues to oppose Taro's sale of Irish operations

By Lisa Kerner

Charlotte, N.C., June 24 - Sun Pharmaceutical Industries Ltd. reiterated its objections to the proposed sale of Taro Pharmaceutical Industries Ltd.'s Irish operations.

In a schedule 13D filed with the Securities and Exchange Commission, Sun said it opposed the sale on the grounds that:

• The sale would constitute a "mishandling" of assets by Taro;

• The terms of the sale are unfavorable to Taro;

• Taro has failed to demonstrate a "robust and transparent" sale process; and

• The sale would "constitute continued entrenchment by the Levitt family."

As previously reported, Taro filed suit in Israel to keep Sun from blocking the sale.

Taro's board of directors continues to believe that the sale is in the best interest of the company and will "substantially improve" Taro's profitability and cash position, a prior news release said.

According to Taro, Sun has been invited to submit an offer to purchase the Irish operations.

Sun accused Taro of using the sale to discourage Sun from pursuing its rights to acquire Taro.

Taro originally agreed to be acquired by Sun for $7.75 per share in cash in a deal valued at $454 million including the refinancing of about $224 million in net debt.

On May 28, Taro's board unanimously voted to terminate the merger agreement with a subsidiary of Sun based on advice from its financial adviser and the company's turnaround since 2007.

Sun's offer to raise the price to $10.25 per share was considered inadequate by Taro's board, it was noted previously.

Taro said the merger was not terminated until after Sun had "repeatedly rebuffed" its attempts to negotiate the price in the year-old merger agreement, it was reported in an earlier news release.

Sun said in a prior statement that Taro is not entitled to terminate its merger with Sun. However, Taro maintained that either party could terminate the agreement after Dec. 31.

Taro is a pharmaceutical company with offices in Israel and Hawthorne, N.Y.

Mumbai-based Sun makes specialty pharmaceuticals and active pharmaceutical ingredients.


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