Exhibit (a)(1)(B)

LETTER OF TRANSMITTAL

TO TENDER ORDINARY SHARES

PURSUANT TO THE OFFER TO PURCHASE

DATED NOVEMBER 15, 2019

by

TARO PHARMACEUTICAL INDUSTRIES LTD.

of

UP TO $225 MILLION IN VALUE OF SHARES OF ITS ORDINARY SHARES

AT A PURCHASE PRICE NOT GREATER THAN $92.00 PER SHARE NOR LESS THAN $80.00 PER SHARE

 

The Depositary for the Offer is:

 

 

 

By Mail: American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219		By Facsimile Transmission (for eligible institutions only): 1-718-234-5001		By Hand or Courier: American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219

For Assistance Call: 1-877-248-6417 or 1-718-921-8317

The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

 

 

DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4)
Name(s) and Address(es) of Registered Holders(s) (Please fill in, if blank, exactly as name(s) appear(s) on certificate(s))		Ordinary Shares Tendered (Attach Additional Signed List if Necessary)
		Certificate Number(s)*		Total Number of Shares Represented by Certificate(s)*		Number of Shares Tendered**
*  Need not be completed if shares are tendered by book-entry transfer. **  Unless otherwise indicated, it will be assumed that all shares described above are being tendered. See Instruction 4.

This Letter of Transmittal is to be used either if certificates for shares (as defined below) are to be forwarded herewith or, unless an agent’s message (as defined in Section 3 of the Offer to Purchase (as defined below)) is utilized, if delivery of shares is to be made by book-entry transfer to an account maintained by the Depositary (as defined below) at the book-entry transfer facility (as defined in Section 3 of the Offer to Purchase) pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Tendering stockholders whose certificates for shares are not immediately available or who cannot deliver either the certificates for, or a book-entry confirmation (as defined in Section 3 of the Offer to Purchase) with respect to, their shares and all other documents required hereby to the Depositary prior to the Expiration Time (as defined in Section 1 of the Offer to Purchase) must tender their shares in accordance with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2.

Your attention is directed in particular to the following:

 

1.

If you want to retain your shares, you do not need to take any action.

 

2.

If you want to participate in the Offer (as defined below) and wish to maximize the chance that the Company (as defined below) will accept for payment the shares you are tendering by this Letter of Transmittal, you should check the box in the section captioned “Shares Tendered At Price Determined Under the Offer” below under the section captioned “Price (in Dollars) Per Share At Which Shares Are Being Tendered” and complete the other portions of this Letter of Transmittal as appropriate. You should understand that this election may effectively lower the Final Purchase Price and could result in your shares being purchased at the minimum price of $80.00 per share, a price that is above the closing market price for the shares on November 14, 2019, the last full trading day before announcement and commencement of the Offer, when the New York Stock Exchange (“NYSE”) closing price was $76.22 per share.

 

3.

If you wish to select a specific price at which you will be tendering your shares, you should check one of the boxes in the section captioned “Shared Tendered At Price Determined by Stockholder” under the section captioned “Price (in Dollars) Per Share At Which Shares Are Being Tendered” below and complete the other portions of this Letter of Transmittal as appropriate.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

 

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CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

 

Name of Tendering Institution:

Account Number:		Transaction Code Number:

 

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CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY. ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

 

Name (s) of Registered Owner (s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution that Guaranteed Delivery:

If delivered by book-entry transfer, check box: ☐

 

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PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

(See Instruction 5)

THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX UNDER (1) OR (2) BELOW):

 

1.	SHARES TENDERED AT PRICE DETERMINED UNDER THE OFFER

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Shares Tendered At Price Determined By Stockholder,” the undersigned hereby tenders shares at the purchase price as shall be determined by the Company in accordance with the Offer.

 

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The undersigned wants to maximize the chance that the Company will accept for payment the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes below, the undersigned hereby tenders shares at, and is willing to accept, the purchase price determined by Company in accordance with the terms of the Offer. The undersigned understands that this action will result in the undersigned’s shares being deemed to be tendered at the minimum price of $80.00 per share for purposes of determining the Final Purchase Price (as defined below). This may effectively lower the Final Purchase Price and could result in the undersigned receiving a per share price as low as $80.00, a price that is above the closing market price for the shares on November 14, 2019, the last full trading day before announcement and commencement of the Offer, when the NYSE closing price was $76.22 per share.

 

2.	SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER

By checking ONE of the following boxes INSTEAD OF THE BOX UNDER “Shares Tendered At Price Determined Under The Offer,” the undersigned hereby tenders shares at the price checked. The undersigned understands that this action could result in the Company purchasing none of the shares tendered hereby if the purchase price determined by the Company for the shares is less than the price checked below.

 

☐ $80.00		☐ $82.50		☐ $85.00		☐ $87.50		☐ $90.00
☐ $80.50		☐ $83.00		☐ $85.50		☐ $88.00		☐ $90.50
☐ $81.00		☐ $83.50		☐ $86.00		☐ $88.50		☐ $91.00
☐ $81.50		☐ $84.00		☐ $86.50		☐ $89.00		☐ $91.50
☐ $82.00		☐ $84.50		☐ $87.00		☐ $89.50		☐ $92.00

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES.

A STOCKHOLDER DESIRING TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. THE SAME SHARES CANNOT BE TENDERED AT MORE THAN ONE PRICE UNLESS PREVIOUSLY PROPERLY WITHDRAWN AS PROVIDED IN SECTION 4 OF THE OFFER TO PURCHASE.

 

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Ladies and Gentlemen:

The undersigned hereby tenders to Taro Pharmaceutical Industries Ltd. (the “Company”) the above-described ordinary shares, New Israeli Shekel (“NIS”) 0.0001 nominal (par) value per share (the “ordinary shares” or “shares”), of the Company, on the terms and subject to the conditions set forth in the Company’s Offer to Purchase dated November 15, 2019 (the “Offer to Purchase”), and this Letter of Transmittal (which, together with any amendments or supplements thereto or hereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged. Capitalized terms used herein without definition have the meanings set forth in the Offer to Purchase.

Subject to and effective on acceptance for payment of, and payment for, the shares tendered with this Letter of Transmittal in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to all the shares that are being tendered hereby and irrevocably constitutes and appoints American Stock Transfer & Trust Company, LLC (the “Depositary”), the true and lawful agent and attorney-in-fact of the undersigned (understanding that the Depositary is also acting as agent for the Company), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such shares, to (a) deliver certificates for such shares or transfer ownership of such shares on the account books maintained by the book-entry transfer facility, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of the Company, (b) present such shares for cancellation and transfer on the Company’s books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such shares, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered hereby and that, when the same are accepted for purchase by the Company, the Company will acquire good title thereto, free and clear of all security interests, liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim or right. The undersigned will, on request by the Depositary or the Company, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered hereby, all in accordance with the terms of the Offer.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. The valid tender of shares by the undersigned by one of the procedures described in the Offer to Purchase will constitute a binding agreement between the undersigned and the Company on the terms of, and subject to the conditions to, the Offer, which agreement will be governed by the laws of the State of New York.

The undersigned understands that the valid tender of shares pursuant to any of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and the Company on the terms and subject to the conditions of the Offer.

It is a violation of Rule 14e-4 promulgated under the Exchange Act (as defined in the Offer to Purchase) for a person acting alone or in concert with others, directly or indirectly, to tender shares for such person’s own account unless at the time of tender and at the Expiration Time such person has a “net long position” in (a) the shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such shares for the purpose of tender to the Company within the period specified in the Offer, or (b) other securities immediately convertible into, exercisable for or exchangeable into shares (“Equivalent Securities”) that is equal to or greater than the amount tendered and, upon the acceptance of such tender, will acquire such shares by conversion, exchange or exercise of such Equivalent Securities to the extent required by the terms of the Offer and will deliver or cause to be delivered such shares so acquired for the purpose of tender to the Company within the period specified in the Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of shares made pursuant to any method of delivery set forth in this Letter of Transmittal will constitute the undersigned’s representation and warranty to the Company that (a) the undersigned has a “net long position” in shares or Equivalent Securities being tendered within the meaning of Rule 14e-4, and (b) such tender of shares complies with Rule 14e-4.

 

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The name(s) and address(es) of the registered holder(s) should be printed, if they are not already printed above, exactly as they appear on the certificates evidencing shares tendered. The certificate numbers, the number of shares evidenced by the certificates, the number of shares that the undersigned wishes to tender, and the price at which the shares are being tendered should be set forth in the appropriate boxes above.

The undersigned understands that the Company will designate a single per share price that the Company will pay for shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of shares tendered and the prices specified by tendering stockholders. The Company will select the lowest purchase price, not greater than $92.00 per share nor less than $80.00 per share, that will allow it to purchase ordinary shares having an aggregate purchase price of $225 million, or a lower amount depending on the number of ordinary shares properly tendered and not properly withdrawn (such purchase price, the “Final Purchase Price”). Only shares validly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be eligible for purchase in the Offer. All ordinary shares acquired in the Offer will be acquired at the Final Purchase Price, including those ordinary shares tendered at a price lower than the Final Purchase Price. However, due to the “odd lot” priority, proration and conditional tender offer provisions described in this Offer to Purchase, all of the shares tendered may not be purchased if the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn have an aggregate value in excess of $225 million (based on the Final Purchase Price).

The Company will purchase only those shares properly tendered and not properly withdrawn upon the terms and conditions of the Offer. All shares accepted for payment will be paid promptly after the Expiration Time, to the seller in cash, less any applicable withholding taxes and without interest. At the maximum Final Purchase Price of $92.00 per share, we would purchase 2,445,652 shares if the Offer is fully subscribed, which would represent approximately 6.3% of the issued and outstanding shares as of November 14, 2019. At the minimum Final Purchase Price of $80.00 per share, we would purchase 2,812,500 shares if the Offer is fully subscribed, which would represent approximately 7.3% of the issued and outstanding shares as of November 14, 2019.

Shares not purchased in the Offer will be returned at the Company’s expense promptly following the expiration of the Offer. The Company reserves the right, in its sole discretion, to change the stockholders’ per share purchase price options and to increase or decrease the aggregate value of shares sought in the Offer, subject to applicable law.

In accordance with the rules of the U.S. Securities and Exchange Commission, the Company may purchase in the Offer up to an additional 2% of the Company’s outstanding shares without amending or extending the Offer.

The Company will not purchase fractional shares, and the total number of shares the Company purchases will be rounded down to the largest number of whole shares that can be purchased for up to $225 million.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for payment of the purchase price and/or return any certificates for shares not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Please credit any shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the book-entry transfer facility designated above. The undersigned recognizes that the Company has no obligation pursuant to the “Special Payment Instructions” to transfer any shares from the name of the registered holder(s) thereof if the Company does not accept for payment any of the shares so tendered. The undersigned acknowledges that, as described in Instruction 7, if payment of the purchase price is to be made to, or if shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if shares tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock

 

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transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this Letter of Transmittal.

NOTE: SIGNATURE MUST BE PROVIDED ON THE NEXT PAGE.

 

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal if either (a) this Letter of Transmittal is by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in the book-entry transfer facility’s system whose name appears on a security position listing as the owner of the shares) of shares tendered herewith, unless such registered holder(s) has completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this Letter of Transmittal or (b) such shares are tendered for the account of a firm that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or is otherwise an “eligible guarantor institution,” as that term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “eligible institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an eligible institution. Stockholders may also need to have any certificates they deliver endorsed or accompanied by a stock power, and the signatures on these documents also may need to be guaranteed. See Instruction 6.

2. Requirements of Tender. This Letter of Transmittal is to be completed by stockholders either if certificates are to be forwarded herewith or, unless an agent’s message (as defined below) is utilized, if delivery of shares is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a stockholder validly to tender shares pursuant to the Offer, either (a) a Letter of Transmittal (a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back of this Letter of Transmittal prior to the Expiration Time and either certificates for tendered shares must be received by the Depositary at one of such addresses or shares must be delivered pursuant to the procedures for book-entry transfer set forth herein (and a book-entry confirmation must be received by the Depositary), in each case prior to the Expiration Time, or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth below and in Section 3 of the Offer to Purchase.

Stockholders whose certificates for shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary or complete the procedures for book-entry transfer prior to the Expiration Time may tender their shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to those procedures, (a) tender must be made by or through an eligible institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery, in the form provided by the Company, must be received by the Depositary prior to the Expiration Time and (c) the certificates for all tendered shares in proper form for transfer (or a book-entry confirmation with respect to all such shares), together with a Letter of Transmittal (or 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, and any other required documents, must be received by the Depositary, in each case within two trading days after the date of execution of the Notice of Guaranteed Delivery as provided in Section 3 of the Offer to Purchase. A “trading day” is any day on which the NYSE is open for business. The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, which states that such book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that the Company may enforce such agreement against such participant.

The method of delivery of shares, this Letter of Transmittal and all other required documents, including delivery through the book-entry transfer facility, is at the election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. No fractional shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal (or a facsimile hereof), waive any right to receive any notice of the acceptance for payment of their shares.

 

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3. Inadequate Space. If the space provided in the box entitled “Description of Shares Tendered” in this Letter of Transmittal is inadequate, the certificate numbers and/or the number of shares stock should be listed on a separate signed schedule attached hereto.

4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry Transfer). If fewer than all the shares represented by any certificate submitted to the Depositary are to be tendered, fill in the number of shares that are to be tendered in the box entitled “Number of Shares Tendered.” In that case, if any tendered shares are purchased, new certificate(s) for the remainder of the shares that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the shares tendered herewith. All shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Indication of Price at Which Shares Are Being Tendered. For shares to be properly tendered, the stockholder MUST either (1) check the box in the section captioned “Shares Tendered At Price Determined Under The Offer” in order to maximize the chance of having the Company accept for payment the shares tendered (subject to the possibility of proration) or (2) check the box indicating the price per share at which such stockholder is tendering shares under “Shares Tendered At Price Determined by Stockholder.” Selecting option (1) may effectively lower the Final Purchase Price and could result in the stockholder receiving a price per share as low as $80.00, a price that is above the closing market price for the shares on November 14, 2019, the last full trading day before announcement and commencement of the Offer, when the NYSE closing price was $76.22 per share. ONLY ONE BOX UNDER (1) OR (2) MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A STOCKHOLDER WISHING TO TENDER PORTIONS OF SUCH STOCKHOLDER’S SHARE HOLDINGS AT DIFFERENT PRICES MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SUCH STOCKHOLDER WISHES TO TENDER EACH SUCH PORTION OF SUCH STOCKHOLDER’S SHARE HOLDINGS. The same shares cannot be tendered more than once or at more than one price unless previously properly and withdrawn as provided in Section 4 of the Offer to Purchase.

6. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

If any of the shares tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.

If any shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing, and proper evidence satisfactory to the Company of his or her authority to so act must be submitted with this Letter of Transmittal.

If this Letter of Transmittal is signed by the registered owner(s) of the shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or certificates for shares not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an eligible institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the shares tendered hereby, or if payment is to be made or certificate(s) for shares not tendered or not purchased are to be issued to a person other than the registered owner(s), the certificate(s) representing such shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an eligible institution. See Instruction 1.

 

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7. Stock Transfer Taxes. The Company will pay any stock transfer taxes with respect to the transfer and sale of shares to it pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if shares not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if shares tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered owner(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this Letter of Transmittal.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of Transmittal.

8. Special Payment and Delivery Instructions. If a check for the purchase price of any shares accepted for payment is to be issued name of, and/or certificates for any shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed and signatures must be guaranteed as described in Instructions 1 and 6.

9. Irregularities. The Company will determine in its sole discretion all questions as to the number of shares to accept, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of shares. Any such determinations will be final and binding on all parties, subject to a stockholder’s right to challenge our determination in a court of competent jurisdiction. The Company reserves the absolute right to reject any or all tenders of shares it determines not to be in proper form or the acceptance of which or payment for which may, in the Company’s opinion, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any particular shares, and the Company’s interpretation of the terms of the Offer, including these instructions, will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Depositary, the Dealer Manager, the Information Agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

10. U.S. Federal Backup Withholding Tax. Under the U.S. federal backup withholding tax rules, 24% of the gross proceeds payable to a stockholder or other payee in the Offer generally will be subject to withholding unless (i) the stockholder or other payee provides such person’s taxpayer identification number (generally an employer identification number or social security number) to the Depositary or other payor and certifies under penalties of perjury that this number is correct and that such stockholder or payee is not subject to backup withholding or (ii) the stockholder or other payee is otherwise exempt from backup withholding. We understand that the Depositary intends to withhold unless it receives appropriate documentation that backup withholding does not apply to a particular stockholder. In the case of a U.S. Holder (as defined in Section 14 of the Offer to Purchase), such documentation is provided by submitting to the Depositary a properly completed copy of the IRS Form W-9 included with this Letter of Transmittal. See the accompanying instructions to IRS Form W-9 below for guidance on properly completing the form. In the case of a non-U.S. person, the relevant documentation is provided by submitting to the Depositary a properly completed IRS Form W-8, signed under penalties of perjury, attesting to such person’s non-U.S. status. An IRS Form W-8 can be obtained from the Depositary or from the IRS website (http://www.irs.gov).

For additional information, see the discussion under “Important Tax Information” below and the instructions to IRS Forms W-8 or W-9, as applicable. Stockholders are urged to consult with their tax advisors regarding possible qualifications for exemption from backup withholding tax and the procedure for obtaining any applicable exemption.

11. Declaration of Status for Israeli Income Tax Purposes (“Tax Declaration”). Each (i) stockholder surrendering certificates for payment who is eligible for an exemption from Israeli withholding tax (and who is not holding the shares

 

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through an Israeli bank, broker or financial institution which is responsible for withholding Israeli tax) or (ii) Israeli bank, broker or financial institution, as described in Section 14 of the Offer to Purchase, is required to complete the Tax Declaration delivered to such stockholder or provide a Valid Tax Certificate. See also “Important Tax Information” below and the instructions to the Tax Declaration. Each holder must date and sign the Tax Declaration in the spaces indicated. Failure to provide the information on the form may subject the holder to Israeli income tax withholding at the rate of 25% of the purchase price.

12. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery, IRS Form W-9 and the Tax Declaration may be directed to the Information Agent at its address set forth on the last page of this Letter of Transmittal.

13. Lost, Destroyed or Stolen Certificates. If your certificate(s) for part or all of your shares has been lost, stolen, destroyed or mutilated you should contact American Stock Transfer & Trust Company, LLC’s Shareholder Service Department at 1-800-937-5449 for information regarding replacement of lost securities. You should also check the box for “Lost Certificates” in the appropriate box on page 1 and promptly send the completed Letter of Transmittal to the Depositary. Upon receipt of your request by phone or Letter of Transmittal, the Depositary will provide you with instructions on how to obtain a replacement certificate. You may be asked to post a bond to secure against the risk that the certificate may be subsequently recirculated. There may be a fee and additional documents may be required to replace lost certificates. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, stolen, destroyed or mutilated certificates have been followed. You are urged to send the properly completed Letter of Transmittal to the Depositary immediately to ensure timely processing of documentation. If you have questions, you may contact the Depositary’s Shareholder Service Department at 1-800-937-5449.

14. Conditional Tenders. As described in Sections 1 and 6 of the Offer to Purchase, stockholders may condition their tenders on all or a minimum number of their tendered shares being purchased.

If you wish to make a conditional tender, you must indicate this in the box captioned “Conditional Tender” in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of shares that must be purchased from you if any are to be purchased from you.

As discussed in Sections 1 and 5 of the Offer to Purchase, proration may affect whether the Company accepts conditional tenders and may result in shares tendered pursuant to a conditional tender being deemed withdrawn if the required minimum number of shares would not be purchased. If, because of proration, the minimum number of shares that you designate will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your ordinary shares and checked the box so indicating. Upon selection by lot, if any, the Company will limit its purchase in each case to the designated minimum number of ordinary shares to be purchased.

All tendered ordinary shares will be deemed unconditionally tendered unless the “Conditional Tender” box is completed.

The conditional tender alternative is made available so that a stockholder may seek to structure the purchase of ordinary shares pursuant to the Offer in such a manner that the purchase will be treated as a sale of such ordinary shares by the stockholder, rather than the payment of a distribution to the stockholder, for U.S. federal income tax purposes. If you are an odd lot holder and you tender all of your ordinary shares, you cannot conditionally tender, since your ordinary shares will not be subject to proration. It is the tendering stockholder’s responsibility to calculate the minimum number of ordinary shares that must be purchased from the stockholder in order for the stockholder to qualify for sale (rather than distribution) treatment for U.S. federal income tax purposes. Each stockholder is urged to consult his or her own tax advisor. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax results in all cases. See Section 14 of the Offer to Purchase.

 

14

15. Odd Lots. As described in Section 1 of the Offer to Purchase, if the Company is to purchase fewer than all shares properly tendered before the Expiration Time and not properly withdrawn, the shares purchased first will consist of all shares properly tendered by any stockholder who owned, beneficially or of record, an aggregate of fewer than 100 shares, and who tenders all of the holder’s shares. This preference will not be available to you unless you complete the section captioned “Odd Lots” in this Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.

16. Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, stockholders may designate the order in which their shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification of any gain or loss on the shares purchased. See Sections 1 and 14 of the Offer to Purchase.

IMPORTANT. This Letter of Transmittal (or a manually signed facsimile hereof), together with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message, and any other required documents, must be received by the Depositary prior to the Expiration Time and either certificates for tendered shares must be received by the Depositary or shares must be delivered pursuant to the procedures for book-entry transfer, in each case prior to the Expiration Time, or the tendering stockholder must comply with the procedures for guaranteed delivery.

 

15

IMPORTANT TAX INFORMATION

United States

Under the U.S. federal backup withholding tax rules, 24% of the gross proceeds payable to a stockholder or other payee in the Offer generally will be subject to withholding unless (i) the stockholder or other payee provides such person’s taxpayer identification number (generally an employer identification number or social security number) (“TIN”) to the Depositary or other payor and certifies under penalties of perjury that this number is correct and that such stockholder or payee is not subject to backup withholding or (ii) the stockholder or other payee is otherwise exempt from backup withholding. We understand that the Depositary intends to withhold unless it receives appropriate documentation establishing that backup withholding does not apply to a particular stockholder. In the case of a U.S. Holder, such documentation is provided by submitting to the Depositary a properly completed copy of the IRS Form W-9 included with this Letter of Transmittal. See the accompanying instructions to IRS Form W-9 below for guidance on completing the IRS Form W-9. In the case of a non-U.S. person, the relevant documentation is provided by submitting to the Depositary a properly completed IRS Form W-8BEN (or other applicable IRS Form W-8), signed under penalties of perjury, attesting to such person’s non-U.S. status. An IRS Form W-8 can be obtained from the Depositary or from the IRS website (http://www.irs.gov). If a tendering U.S. Holder has not been issued a TIN, and has applied for a number or intends to apply for a number in the near future, the stockholder should write “Applied For” in the space provided for the TIN in Part I, and sign and date the Form W-9. If “Applied For” is written in Part I of the Form W-9 and the Depositary is not provided with a TIN by the time for payment, the Depositary will withhold 24% of all payments of the purchase price to such stockholder.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided the required information is furnished to the IRS on a timely basis.

FAILURE TO COMPLETE AND RETURN EITHER THE IRS FORM W-9 OR IRS FORM W-8, AS APPLICABLE, WILL RESULT IN BACKUP WITHHOLDING OF 24% ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED INSTRUCTIONS TO IRS FORM W-9 FOR ADDITIONAL INFORMATION.

Israel

The gross proceeds payable to a tendering stockholder in the Offer will generally be subject to Israeli withholding tax at the rate of 25% of the purchase price.

Notwithstanding the foregoing, should any tendering stockholder present us with (A) a valid approval from the Israeli Tax Authority (the “ITA”), in customary form and substance satisfactory to us, stating that no withholding, or reduced withholding, of Israeli tax is required with respect to such payment or providing any other instructions regarding tax withholding (a “Valid Tax Certificate”), then we will act in accordance with such Valid Tax Certificate; or (B) a validly executed Tax Declaration, then, unless we are otherwise instructed by the ITA, we will not withhold tax from any payment made to such tendering stockholder. Only the following tendering stockholders can sign the Tax Declaration:

 

(i)

tendering stockholders who acquired their ordinary shares after the Company’s initial public offering in 1961, who are not “5% stockholders” (as defined below) and who certify that they are NOT (and have not been since the purchase of the shares) “residents of Israel” 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 to control 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), in which case their payment will not be subject to Israeli withholding tax, or

 

(ii)

tendering stockholders who acquired their ordinary shares after the Company’s initial public offering in 1961, are not “5% stockholders” (as defined below) and who hold their ordinary shares through an eligible Israeli bank, broker or financial institution. In the case of these tendering stockholders, the eligible Israeli bank, broker or

 

16

financial institution must sign and submit the applicable declaration stating that such Israeli bank, broker or financial institution will be responsible for the Israeli tax withholding, in which case payment will be made by the Company without any Israeli withholding at source, and the relevant Israeli bank, broker or financial institution will withhold Israeli tax, if any, as required by Israeli law.

A “5% stockholder” means a holder of the Company’s shares who holds or is entitled to purchase, directly or indirectly, alone or together with a “relative” thereof, one of the following:

 

1.

At least 5% of the issued and outstanding share capital of the Company.

 

2.

At least 5% of the voting rights of the Company.

 

3.

The right to receive at least 5% of the Company’s profits or its assets upon liquidation.

 

4.

The right to appoint a director.

A “relative” of a person means the spouse, brother, sister, parents, grandparents, descendants and the descendants of the spouse of such person, and the spouse of any of the foregoing.

The Israeli withholding tax is not an additional tax. Rather, the Israeli income tax liability of stockholders subject to Israeli withholding will be reduced by the amount of Israeli tax withheld. If Israeli withholding tax results in an overpayment of Israeli taxes, the stockholder may apply to the ITA in order to obtain a refund. However, the Company cannot assure you whether and when the ITA will grant such refund.

Purpose of Tax Declaration and Valid Tax Certificate. To prevent withholding of Israeli income tax or reduce the withholding tax rate on payments that are made to a stockholder with respect to shares purchased in the Offer, each stockholder is required to notify the Depositary of such stockholder’s exemption by completing and signing the Tax Declaration delivered to such stockholder or provide a Valid Tax Certificate. The Tax Declaration should be completed by holders of ordinary shares, who are either: (i) NOT “residents of Israel” for purposes of the Ordinance and NOT “5% stockholders” (as defined above), or (ii) a bank, broker or financial institution that is a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance, holding ordinary shares solely on behalf of beneficial stockholder(s) which are NOT “5% stockholders” (as defined above), and are 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 to them with respect to ordinary shares tendered by such beneficial stockholder(s) and accepted for payment by the Company pursuant to the Offer.

FAILURE TO COMPLETE AND RETURN A TAX DECLARATION OR PROVIDE A VALID TAX CERTIFICATE WILL RESULT IN ISRAELI TAX WITHHOLDING OF 25% ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.

 

17

Form W-9 (Rev. 10-2018)

 

 

Form  W-9   (Rev. October 2018) Department of the Treasury Internal Revenue Service		Request for Taxpayer Identification Number and Certification   u Go to www.irs.gov/FormW9 for instructions and the latest information.		Give Form to the requester. Do not send to the IRS.

Part I		Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.

Social security number

-

-

or

Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter.

Employer identification number

-

Part II		Certification

Under penalties of perjury, I certify that:

 

1.

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

 

2.

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

 

3.

I am a U.S. citizen or other U.S. person (defined below); and

 

4.

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

 

Sign Here		Signature of     U.S. person  u		Date   u

 

 

		Cat. No. 10231X		Form W-9 (Rev. 10-2018)

 

Form W-9 (Rev. 10-2018)

Page 2

 

 

 

Form W-9 (Rev. 10-2018)

Page 3

 

 

 

Form W-9 (Rev. 10-2018)

Page 4

 

 

 

Form W-9 (Rev. 10-2018)

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Form W-9 (Rev. 10-2018)

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Exhibit (a)(1)(F)

DECLARATION OF STATUS FOR ISRAELI INCOME TAX PURPOSES

You are receiving this form “Declaration of Status For Israeli Income Tax Purposes” as a holder of ordinary shares, nominal (par) value NIS 0.0001 per share (the “Shares”) of Taro Pharmaceutical Industries Ltd. (“Taro”), in connection with Taro’s commencement of a modified “Dutch auction” tender offer to repurchase up to $225 million in value of its ordinary shares at a price not greater than $92.00 per share nor less than $80.00 per share (the “Offer”), on the terms and subject to the conditions set forth in Taro’s Offer to Purchase dated November 15, 2019.

By completing this form in a manner that would substantiate your eligibility for an exemption from Israeli withholding tax, you will allow Taro, the Depositary, your broker or any other withholding agent, or their authorized representatives to exempt you from Israeli withholding tax.

This form is relevant to you only if (i) you are an Israeli bank, broker or financial institution; or (ii) all of the following conditions are met in full:

 

•

The purchase of Shares was made after the date of the initial public offering of Taro in 1961 (“Date of Initial Public Offering”);

 

•

You are the beneficial owner (directly or indirectly) of less than 5% of Taro’s outstanding shares; and

 

•

You are NOT, and since the date of purchase of your Shares have not been, a “resident of Israel” for tax purposes.

 

PART I		Identification and details of Shareholder (including Eligible Israeli Brokers) (see instructions)
1. Name:				2. Type of Shareholder (more than one box may be applicable):
(please print full name)				☐   Corporation (or Limited Liability Company) ☐   Individual ☐   Trust ☐   Partnership ☐   Other:		☐   Bank ☐   Broker ☐   Financial Institution
3. For individuals only:				4. For all other Shareholders
Date of birth:                 /                /                                        month     /     day      / year				Country of incorporation or organization:
Country of residence:				Registration number of corporation (if applicable):
Countries of citizenship (name all citizenships):
Taxpayer Identification or Social Security No. (if applicable):				Country of residence:
5. Permanent Address (state, city, zip or postal code, street, house number, apartment number):
6. Mailing Address (if different from above):				7. Contact Details:   Name:                                Capacity:                                        Telephone Number                                  (country code, area code and number):

8. I hold the Shares of Taro (mark X in the appropriate place):   ☐ directly, as a Registered Holder   ☐ through a bank/broker or other financial intermediary. If you marked this box, please state the name of your financial intermediary:
9. Mark X in all appropriate places:   ☐ I am the beneficial owner (directly or indirectly) of less than 5% of the outstanding Shares.   ☐ I hold (directly or indirectly) less than 5% of Taro’s voting rights.   ☐ I am entitled (directly or indirectly) to receive less than 5% of Taro’s profits and/or assets upon dissolution.   ☐ I do not have any right to appoint a director of Taro.
PART II		Declaration by Non-Israeli Residents (see instructions)  Eligible Israeli Banks /Brokers/Financial Institutions should NOT complete this Part II
A. To be completed only by Individuals. I hereby declare that: (if the statement is correct, mark X in the following boxes)
A.1 ☐  I am NOT, and since the date of purchase of my Shares have not been, a “resident of Israel” for tax purposes, as defined under Israeli law and provided in the Instructions attached hereto, which means, among other things that:   •  The State of Israel is not my permanent place of residence,   •  The State of Israel is neither my place of residence nor that of my family,   •  My ordinary or permanent place of activity/business is NOT in the State of Israel and I do NOT have a permanent establishment in the State of Israel,   •  I do NOT engage in an occupation in the State of Israel,   •  I do NOT have any ownership rights in any business or part of a business in the State of Israel,   •  I am NOT insured by the Israeli National Insurance Institution,   •  I was NOT present (nor am I planning to be present) in Israel for 145 days or more during any tax year, and   •  I was NOT present (nor am I planning to be present) in Israel for 30 days or more during this tax year, and the total period of my presence in Israel during this tax year and the two previous tax years is less than 425 days in total; and   A.2 ☐  I acquired the Shares on or after the initial public offering of Taro on the New York Stock Exchange (i.e., 1961).
B. To be completed by Corporations (except Partnerships and Trusts). I hereby declare that: (if correct, mark X in the following boxes)

B.1 ☐   The corporation is NOT, and has not been since the date of purchase of its Shares, a “resident of Israel” for tax purposes, as defined under Israeli law and provided in the Instructions attached hereto, which means, among other things, that:   •  The corporation is NOT registered with the Registrar of Companies in Israel,   •  The corporation is NOT registered with the Registrar of “Amutot” (non-profit organizations) in Israel,   •  The control of the corporation is NOT located in Israel,   •  The management of the corporation is NOT located in Israel,   •  The corporation does NOT have a premanent establishment in Israel, and   •  The corporation has no representatives present in Israel   •  The corporations organs (i.e. directors, management, etc.) are not engaged in the corporation’s activities directly or indirectly in Israel, and   •  No Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with another who is an Israeli resident, 25% or more of any “means of control” in the corporation as specified below:   •  The right to participate in profits;   •  The right to appoint a director;   •  The right to vote;   •  The right to share in the assets of the corporations at the time of its liquidation; and   •  The right to direct the manner of exercising one of the rights specified above; and   B.2 ☐   The corporation acquired the Shares on or after the initial public offering of Taro on the New York Stock Exchange (i.e., 1961).
C. To be completed by Partnerships. I hereby declare that: (if correct, mark X in the following boxes)
C.1 ☐   The partnership is NOT, and has not been since the date of purchase of its Shares, a “resident of Israel” for tax purposes as defined under Israeli law, which means, among other things, that:   •  The partnership is NOT registered with the Registrar of Parnterships in Israel,   •  The control of the partnership is NOT located in Israel,   •  The management of the partnership is NOT located in Israel,   •  The partnership does NOT have a premanent establishment in Israel,   •  No Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with another who is an Israeli resident, 25% or more of the rights in the partnership, or, of the right to direct the manner of exercising any of the rights in the partnership, and   •  No partner in the partnership is an Israeli resident; and   C.2 ☐   The partnership acquired the Shares on or after the initial public offering of Taro on the New York Stock Exchange (i.e., 1961).
D. To be completed by Trusts. I hereby declare that: (if correct, mark X in the following boxes)

D.1 ☐  The trust is NOT and, and has not been since the date of purchase of its Shares, an Israeli resident for tax purposes as defined under Israeli law, which means, among other things, that:   •  The trust is NOT registered in Israel,   •  All settlors of the trust are NOT Israeli residents,   •  All benficiaries of the trust are NOT Israeli residents, and   •  All trustees of the trust (or protectors of the trust, if any) are NOT Israeli residents; and   D.2 ☐  The trust acquired the Shares on or after the initial public offering of Taro on the New York Stock Exchange (i.e., 1961).
PART III		Declaration by Israeli Bank, Broker or Financial Institution (see instructions)  Non-Israeli Residents should NOT complete this Part III
I hereby declare that: (if correct, mark X in the following box)   ☐   I am a bank, broker or financial institution that is a “resident of Israel” within the meaning of that term in Section 1 of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the “Ordinance”), I am holding the Shares solely on behalf of beneficial shareholders(s) and I am subject to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by me to such beneficial shareholder(s) with respect to Shares in connection with the Offer.
PART IV		Certification. By signing this form, I also declare that:
•  I understood this form and completed it correctly and pursuant to the instructions.   •  I provided accurate, full and complete details in this form.   •  I am aware that providing false details might constitute a criminal offense.   •  I am aware that this form may be provided to the Israeli Tax Authority, in case the Israeli Tax Authority so requests, for purposes of audit or otherwise.

 

SIGN HERE
		Signature of Shareholder				Date				Capacity in which acting (or individual authorized to sign on your behalf)

Number of Shares                                                              

 

Bank/Broker Name

DTC Participant #

VOI #

INSTRUCTIONS

Forming Part of the Declaration of Status for Israeli Income Tax Purposes

General Instructions. This Declaration Form (Declaration of Status for Israeli Income Tax Purposes), should be completed by a holder of Shares who wishes to tender its Shares pursuant to the Offer, and who is either:

(i) A Non-Israeli Resident: (1) that (a) holds less than 5% of the outstanding Shares of Taro, (b) holds less than 5% of the voting rights of Taro, (c) holds less than 5% of the right to receive Taro’s profits or assets upon liquidation, and (d) has no right to appoint a director of Taro; (2) that is NOT a “resident of Israel” for purposes of the Ordinance, and (3) that acquired the Shares tendered on or after Taro’s initial public offering; or

(ii) A Bank, Broker or Financial Institution Resident in Israel: a bank, broker or financial institution that is a “resident of Israel” within the meaning of that term in Section 1 of the Ordinance, that (1) is holding Shares solely on behalf of beneficial shareholder(s), and (2) is subject to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, including with respect to the cash payment (if any) made by them to such beneficial shareholder(s) with respect to Shares tendered by them and accepted for payment by Taro pursuant to the Offer (an “Eligible Israeli Broker”).

NOTE: AN ELIGIBLE ISRAELI BROKER MAY COMPLETE THIS FORM IF IT IS HOLDING THE SHARES SOLELY ON BEHALF OF ITS CLIENTS, WHO ARE BENEFICIAL SHAREHOLDERS.

Determination of Validity. All questions as to the validity, form or eligibility (including time of receipt) of this form will be, subject to applicable law, determined by Taro, in its sole discretion. None of Taro, the Depositary or any other person will be under any duty to provide notification of any defects or irregularities in any Form or incur any liability for failure to give any such notification.

Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to: I.B.I Trust Management; Email: Tzvika@102trust.com; Phone No. + 972 506 209 410.

The method of delivery of this form is at your option and risk, and the delivery will be deemed made only when actually received. If delivery is by mail, registered mail with return receipt requested, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No alternative, conditional or contingent Forms will be accepted.

I. Definition of Resident of Israel for Israeli Tax Purposes

The following is an excerpt of Section 1 of the Israeli Income Tax Ordinance [New Version], 1961, as amended, which defines a “resident of Israel” or a “resident” as follows:

“(A) with respect to an individual—a person whose center of life is in Israel; for this purpose the following provisions will apply:

(1) in order to determine the center of life of an individual, account will be taken of the individual’s family, economic and social connections, including, among others:

(a) place of permanent home;

(b) place of residential dwelling of the individual and the individual’s family;

(c) place of the individual’s regular or permanent occupation or the place of his permanent employment;

(d) place of the individual’s active and substantial economic interests;

(e) place of the individual’s activities in organizations, associations and other institutions;

(2) the center of vital interests of an individual will be presumed to be in Israel:

(a) if the individual was present in Israel for 183 days or more in the tax year;

(b) if the individual was present in Israel for 30 days or more in the tax year, and the total period of the individual’s presence in Israel in that tax year and the two previous tax years is 425 days or more.

For the purposes of this provision, “day” includes a part of a day;

(3) the presumption in subparagraph (2) may be rebutted either by the individual or by the assessing officer;

(4) …;

(B) with respect to a body of persons—a body of persons which meets one of the following:

(1) it was incorporated in Israel;

(2) the control over its business and its management are exercised in Israel,….”

The above is an unofficial English translation of the Ordinance from the Hebrew language, and is provided for convenience purposes only. Please consult your own tax advisors to determine the applicability of these definitions to you.

This Letter of Transmittal, certificates for shares and any other required documents should be sent or delivered by each stockholder of the Company or such stockholder’s bank, broker, dealer, trust company or other nominee to the Depositary at one of its addresses set forth below.

The Depositary for the Offer is:

 

 

 

By Mail: American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219		By Facsimile Transmission (for eligible institutions only): 1-718-234-5001		By Hand or Courier: American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219

For Assistance Call: 1-877-248-6417 or 1-718-921-8317

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary.

Questions and requests for assistance may be directed to the Dealer Manager or the Information Agent at their respective addresses set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. You may also contact your bank, broker, dealer, trust company or other nominee for assistance concerning the Offer.

 

The Dealer Manager for the Offer is:		The Information Agent for the Offer is:
J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179   Call toll-free: 1-877-371-5947		MacKenzie Partners, Inc. 1407 Broadway New York, New York 10018 (212) 929-5500 or Call Toll-Free (800) 322-2885   Email: tenderoffer@mackenziepartners.com