Tel-Aviv Court Rules in Favor of Sun Pharmaceutical

No Special Tender Offer Necessary in Taro Offer

29-Aug-2008 - Israel

Sun Pharmaceutical Industries Ltd. announced it was victorious in all elements of its defense of the litigation brought against it in theTel-Aviv District Court by Taro Pharmaceutical Industries Ltd. (Taro) and certain of its directors.

TheTel-Aviv Court 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.

Honorable Judge Dr.Michal Agmon-Gonen J. of theTel-AvivDistrict 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.

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.

https://www.bionity.com/en/news/86312/tel-aviv-court-rules-in-favor-of-sun-pharmaceutical.html