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Ex(a)(1)(D)
Offer
to Purchase for Cash
All Outstanding Ordinary Shares
of
TARO
PHARMACEUTICAL INDUSTRIES LTD.
at
$7.75 NET PER SHARE
by
ALKALOIDA CHEMICAL COMPANY
EXCLUSIVE GROUP LTD.
a subsidiary of
SUN PHARMACEUTICAL INDUSTRIES
LTD.
THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY,
JULY 28, 2008, UNLESS THE OFFER IS EXTENDED.
June 30, 2008
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Alkaloida Chemical Company Exclusive
Group Ltd. (“Purchaser”), a Hungarian company and a
subsidiary of Sun Pharmaceutical Industries Ltd.
(“Sun”), an Indian company, to act as Dealer Manager
in connection with Purchaser’s offer to purchase all
Ordinary Shares, nominal (par) value NIS 0.0001 per share
(“Ordinary Shares”), of Taro Pharmaceutical Industries
Ltd. (the “Company”), an Israeli corporation, that are
issued and outstanding for $7.75 per share, net to the seller in
cash (subject to applicable withholding taxes), without
interest, upon the terms and subject to the conditions set forth
in Purchaser’s Offer to Purchase, dated June 30, 2008 (the
“Offer to Purchase”), and the related Letter of
Transmittal (which, together with the Offer to Purchase and any
amendments or supplements thereto, collectively constitute the
“Offer”) enclosed herewith. The description of the
Offer in this letter is only a summary and is qualified by all
the terms of, and conditions to, the Offer set forth in the
Offer to Purchase and Letter of Transmittal.
Please furnish copies of the enclosed materials to those of your
clients for whose accounts you hold Ordinary Shares registered
in your name or in the name of your nominee.
We urge you to contact your clients as promptly as possible.
Please note that the initial period of Offer and withdrawal
rights expire at 12:00 midnight, New York City time, on Monday,
July 28, 2008, unless the Offer is extended.
Your attention is directed to the following:
1. The offer price is $7.75 per Ordinary Share, net to the
seller in cash, less any applicable withholding taxes and
without interest.
2. Purchaser has obtained an approval from the Israeli Tax
Authority (the “ITA”) with respect to the Israeli
withholding tax rates applicable to shareholders as a result of
the purchase of Ordinary Shares pursuant to the Offer. The
approval provides, among other things, that: (i) tendering
shareholders who acquired their Ordinary Shares after the
Company’s initial public offering in 1961, who certify that
they are NOT Israeli residents for purposes of the Israeli
Income Tax Ordinance [New Version],
5721-1961
(the “Ordinance”) (and, in the case of a corporation,
that no Israeli residents (x) hold 25% or more of the means
of control of such corporation or (y) are the beneficiaries
of, or entitled to, 25% or more of the revenues or profits of
such corporation, whether directly or indirectly), and who hold
their Ordinary Shares directly or through a foreign
(non-Israeli) broker or financial institution, will not be
subject to Israeli withholding tax; and (ii) payments to be
made to tendering shareholders who acquired their Ordinary
Shares after the Company’s initial public offering in 1961
and who hold their Ordinary Shares through an Israeli broker or
Israeli financial institution will be made by Purchaser without
any Israeli withholding at source, and the relevant Israeli
broker or Israeli financial institution will withhold Israeli
tax, if any, as required by Israeli law. The approval does not
address shareholders who are not described in clauses (i)
and (ii) above, and therefore they will be subject to
Israeli withholding tax as required by Israeli law at the
applicable rate (20% in the case of individuals and 25% in the
case of corporations) of the gross proceeds payable to them
pursuant to the Offer. Accordingly, if your client determines to
tender his or her Ordinary Shares in the Offer, you should also
request instructions as to whether he or she is eligible for
(A) an exemption from Israeli withholding tax by completing
the enclosed Declaration Form (“Declaration of Status for
Israeli Income Tax Purposes”) or (B) otherwise
eligible for an exemption or a more favorable Israeli
withholding tax rate.
In general, if your client(s) certifies, by completing the
Declaration Form, that it is (i) NOT a “resident of
Israel” for purposes of the Ordinance, or (ii) a bank,
broker or financial institution resident in Israel that
(A) is holding the Ordinary Shares solely on behalf of its
beneficial shareholder(s) (so-called “street name”
holders), and (B) is subject to the provisions of the
Ordinance and regulations promulgated thereunder relating to the
withholding of Israeli tax, including with respect to the cash
payment (if any) made by it to its beneficial shareholder(s)
with respect to Ordinary Shares tendered by them and accepted
for payment by Purchaser pursuant to the Offer (an
“Eligible Israeli Broker”), your client is eligible
for an exemption from Israeli withholding tax. See
Section 5 of the Offer to Purchase. With respect to U.S.
backup withholding taxes, see Section 5 of the Offer to
Purchase.
3. The Offer is being made for all Ordinary Shares.
4. Shareholders may tender their Ordinary Shares until
12:00 midnight, New York City time, on Monday, July 28, 2008,
unless the Offer is extended. The period from the commencement
of the Offer until the Expiration Date (as defined in the Offer
to Purchase), as may be extended by Purchaser, is referred to as
the “Offer Period”.
5. Promptly following the Expiration Date, Purchaser will
publicly announce whether or not the conditions to the Offer
have been satisfied or, subject to applicable law, waived by
Purchaser. Conditions to the Offer include, among other things:
(I) TARO DEVELOPMENT CORPORATION (“TDC”), BARRIE
LEVITT, M.D., DANIEL MOROS, M.D., JACOB LEVITT, M.D., AND TAL
LEVITT HAVING, PRIOR TO THE EXPIRATION OF THE INITIAL OFFERING
PERIOD, EITHER (A) FULLY PERFORMED THEIR OBLIGATIONS UNDER
AN EXISTING OPTION AGREEMENT, DATED MAY 18, 2007, AMONG
PURCHASER, DR. BARRIE LEVITT, DR. DANIEL MOROS, DR. JACOB
LEVITT, MS. TAL LEVITT AND TDC, OR (B) TAKEN ALL ACTIONS
NECESSARY TO PERFORM SUCH OBLIGATIONS CONTEMPORANEOUSLY WITH THE
EXPIRATION OF THE OFFER;
(II) THERE NOT BEING ANY ORDER OF A COURT OF COMPETENT
JURISDICTION PROHIBITING PURCHASER FROM CLOSING THE OFFER OR
REQUIRING PURCHASER TO CONDUCT A “SPECIAL TENDER
OFFER” UNDER THE ISRAELI COMPANIES LAW;
(III) ANY APPLICABLE WAITING PERIOD UNDER THE HART-SCOTT
RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, HAVING
EXPIRED OR BEEN TERMINATED PRIOR TO THE EXPIRATION OF THE
INITIAL OFFERING PERIOD; AND
(IV) RECEIPT OF APPROVAL FROM THE ISRAEL LAND
ADMINISTRATION OF PURCHASER’S ACQUISITION OF CONTROL OF THE
COMPANY PRIOR TO THE EXPIRATION OF THE INITIAL OFFERING PERIOD.
THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED
IN THE OFFER TO PURCHASE. SEE SECTION 14 OF THE OFFER TO
PURCHASE, WHICH SETS FORTH IN FULL THE CONDITIONS TO THE OFFER.
THE OFFER IS NOT CONDITIONED ON THE AVAILABILITY OF FINANCING OR
THE APPROVAL OF THE BOARD OF DIRECTORS OF THE COMPANY.
Purchaser reserves the right to amend the Offer at any time to
comply with the “special tender offer” rules under the
Israeli Companies Law,
5759-1999
(the “Israeli Companies Law”), or to take such other
actions as necessary to ensure that the “special tender
offer” rules are inapplicable. See Section 15 of the
Offer to Purchase.
6. Purchaser will publicly announce in accordance with
applicable law, and in any event issue a press release by
9:00 a.m. New York City time, on the business day following
the Expiration Date, stating whether the conditions to the Offer
have been satisfied or, subject to applicable law, waived by
Purchaser. Promptly following the Expiration Date, Purchaser
will announce the results of the Offer.
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For your information and for forwarding to your clients for whom
you hold Ordinary Shares registered in your name or in the name
of your nominee, we are enclosing the following documents:
1. Offer to Purchase, dated June 30, 2008;
2. Letter of Transmittal for your use in accepting
the Offer and tendering Ordinary Shares and for the information
of your clients, with space provided for obtaining the
clients’ instructions with regard to the Offer;
3. Notice of Guaranteed Delivery to be used to accept
the Offer if the Ordinary Shares and all other required
documents are not immediately available or cannot be delivered
to Computershare (the “Depositary”) prior to the
Expiration Date (as defined in the Offer to Purchase) or if the
procedure for book-entry transfer cannot be completed prior to
the Expiration Date;
4. A letter which may be sent to your clients for
whose accounts you hold Ordinary Shares registered in your name
or in the name of your nominee, with space provided for
obtaining such clients’ instructions with regard to the
Offer;
5. Guidelines for Certification of Taxpayer
Identification Number on Substitute
Form W-9;
6. Declaration Form (“Declaration of Status of
Israeli Income Tax Purposes”); and
7. Return envelope addressed to the Depositary.
In all cases, payment for Ordinary Shares accepted for payment
pursuant to the Offer will be made only after timely receipt by
the Depositary of (i) certificates evidencing such Ordinary
Shares (or a confirmation of a book-entry transfer of such
Ordinary Shares into the Depositary’s account at the
Book-Entry Transfer Facility (as defined in the Offer to
Purchase)), (ii) a Letter of Transmittal (or a manually
signed facsimile thereof) properly completed and duly executed
with any required signature guarantees or, in the case of a
book-entry transfer, an Agent’s Message (as defined in the
Offer to Purchase) and (iii) any other required documents.
If holders of Ordinary Shares wish to tender, but it is
impracticable for them to forward their certificates or other
required documents prior to the expiration of the Offer, a
tender may be effected by following the guaranteed delivery
procedure described in Section 3 of the Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker,
dealer or other person (other than the Dealer Manager, the
Depositary and the Information Agent, as described in the Offer
to Purchase) in connection with the solicitation of tenders of
Ordinary Shares pursuant to the Offer. However, Purchaser will,
upon request, reimburse you for customary and reasonable mailing
and handling expenses incurred by you in forwarding any of the
enclosed materials to your clients. Purchaser will NOT pay or
cause to be paid any stock transfer taxes payable with respect
to the transfer of Ordinary Shares to it, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be
addressed to the undersigned or Mackenzie Partners, Inc. (the
“Information Agent”), at the address and telephone
numbers set forth on the back cover page of the Offer to
Purchase.
Additional copies of the enclosed material may be obtained from
the undersigned or the Information Agent, at the address and
telephone number set forth on the back cover page of the Offer
to Purchase.
Very truly yours,
Greenhill & Co., LLC
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF PURCHASER, THE
COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE
DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THE FOREGOING, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE
ANY STATEMENT ON BEHALF OF ANY OF THE FOREGOING IN CONNECTION
WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.
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