Sun Pharmaceutical extends tender offer for Taro

Jan 7 2009

Sun Pharmaceutical Industries Ltd. today announced its subsidiary, Alkaloida Chemical Company Exclusive Group Ltd. (Alkaloida), has extended the Expiration Date of the Tender Offer for the purchase of all outstanding Ordinary Shares of Taro Pharmaceutical Industries Ltd. (Taro).

The Offer will now expire at 5:00 p.m., New York City time, on Friday, January 30, 2009, unless further extended or earlier terminated. The Tender Offer was extended to comply with a continuing order issued by the Supreme Court of Israel temporarily prohibiting the closing of the Offer until the Supreme Court issues a decision on the appeal of the litigation commenced against Alkaloida and its affiliates by Taro and certain of its directors regarding the applicability of the special tender offer rules under the Israeli Companies Law to the Offer. The Tel-Aviv District Court had previously ruled in favor of Sun that a special tender offer was not required.

Also today, Sun informed the Supreme Court of Israel that although Sun has been engaging in discussions, as previously instructed by the Supreme Court, to reach a settlement to resolve the dispute, those negotiations have been unsuccessful. Sun is now awaiting the decision of the Supreme Court. If the temporary order remains in effect on January 30, 2009, Sun expects to extend the Offer while the temporary order remains outstanding.

The Offer was commenced on June 30, 2008 in order to comply with the terms of the Option Agreement between Alkaloida and the controlling shareholders of Taro. Alkaloida exercised its options to acquire shares of Taro from the controlling shareholders on June 25, 2008. The Option Agreement required Alkaloida, promptly after exercising the options, to commence a tender offer at USD 7.75 per Ordinary Share of Taro held by other shareholders. The Offer had previously been scheduled to expire at 5:00 p.m., New York City time, on Friday, January 9, 2009. As of 5:00 p.m., New York City time, on January 6, 2009, 609,293 Ordinary Shares had been tendered and not withdrawn from the Offer.