UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 6
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:
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Jeffrey
W. Tindell
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David
H. Schapiro
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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
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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. 6 to the Schedule 14D-9 (this “Amendment”), filed with the U.S.
Securities and Exchange Commission (the “SEC”) on September 10, 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, 2, 3, 4 and 5 thereto filed with the SEC on July 23, 2008, July 28,
2008, August 28, 2008, August 29, 2008 and September 2, 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.
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Item 3.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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Section
B(iii) of Item 3 is hereby amended and supplemented by adding thereto the
following information:
“In light
of the potential for uncertainty created by the litigation with Sun before the
Tel-Aviv and New York courts, at meetings of the Company’s Board of Directors on
July 21 and 22, 2008 and August 26, 2008, the Board discussed and approved
twenty-seven additional change of control agreements with key employees, seven
of which are executive officers and none of whom are directors or members of the
Levitt or Moros families. The purpose of these agreements is to retain senior
management through this period of uncertainty. The terms of the change of
control agreements are similar to the
terms of the change of control agreements signed with two executive officers and
one non-executive employee in February and March of 2007, except that the new
agreements expire on September 1, 2010 and they are for one or two year terms.
In addition, an escrow arrangement was discussed by the audit committee on
August 4, 2008, approved by the committee on August 15, 2008 and approved by the
Board on August 26, 2008. The arrangement was put in place for one of the
Company’s executive officers who is not a director and who previously received a
change of control agreement. The escrow arrangement was deemed prudent in order
to further assure the retention of such individual.”
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Item 4.
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The
Solicitation or Recommendation; Item 8. Additional
Information.
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Item 4 and Item 8 of the Schedule 14D-9
are hereby amended and supplemented by adding thereto the following
information:
“On September 10, 2008, the
Company issued a press release and mailed a letter to its shareholders updating
them on the status of litigation with Sun.”
A copy of the press release and the
letter are filed as exhibits hereto and are incorporated herein by
reference.
Item
9 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following exhibits:
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Exhibit
No.
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Description
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(a)(6)
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Press
release issued September 10, 2008
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(a)(7)
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Letter
to shareholders, mailed September 10,
2008
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SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 6 to Schedule 14D-9 is true,
complete and correct.
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TARO
PHARMACEUTICAL INDUSTRIES LTD.
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By:
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/s/ Ron
Kolker
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Name:
Ron Kolker
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Title:
Senior Vice President, Chief Financial
Officer.
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Date: September
10, 2008
INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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(a)(6)
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Press
release issued September 10, 2008
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(a)(7)
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Letter
to shareholders, mailed September 10,
2008
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