DETROIT, June 14, 2011 /PRNewswire/ -- Caraco
Pharmaceutical Laboratories Ltd. (NYSE Amex: CPD)(Caraco) announced
that at a special meeting of stockholders held on June 14, 2011, Caraco's stockholders voted to
approve and adopt the previously announced merger agreement by and
among Sun Pharmaceutical Industries Limited ("Sun Pharma"), Sun
Pharma Global, Inc. ("Sun Global"), Sun Laboratories, Inc. ("Sun
Laboratories") and Caraco dated as of February 21, 2011. Immediately following the
special meeting, on June 14, 2011,
pursuant to the terms of the merger agreement Sun Laboratories was
merged with and into Caraco with Caraco as the surviving
corporation and each share of common stock of Caraco issued and
outstanding immediately prior to the merger (other than shares held
by Sun Pharma and Sun Global, and shares held by dissenting
stockholders) was converted into the right to receive merger
consideration of $5.25 in cash,
without interest and subject to any applicable withholding taxes.
Caraco's common stock will be delisted from the NYSE Amex as of the
close of trading on June 14, 2011 and
deregistered under the Securities Exchange Act of 1934, as
amended.
Caraco's stockholders of record will receive a letter of
transmittal and instructions on how to surrender their shares of
Caraco common stock in exchange for the merger consideration.
Stockholders of record should wait to receive a letter of
transmittal before surrendering their shares.
Detroit-based Caraco develops,
markets and distributes generic pharmaceuticals to the nation's
largest wholesalers, distributors, drug store chains and managed
care providers.
Safe Harbor: This news release contains forward-looking
statements made pursuant to the safe-harbor provisions of the
Private Securities Litigation Reform Act of 1995. Without
limitation, the words "believe" or "expect" and similar expressions
are intended to identify forward-looking statements. Such
statements are based on management's current expectations and are
subject to risks and uncertainties that could cause actual results
to differ materially from those described in the forward-looking
statements. These risks and uncertainties are contained in the
Corporation's filings with the Securities and Exchange Commission,
including Part I, Item 1A of our most recent Form 10-K, and include
but are not limited to: (i) that the information is of a
preliminary nature and may be subject to further adjustment; (ii)
not obtaining FDA approval for new products or delays in receiving
FDA approvals; (iii) governmental restrictions on the sale of
certain products; (iv) dependence on key personnel; (v) development
by competitors of new or superior products or cheaper products or
new technology for the production of products or the entry into the
market of new competitors; (vi) market and customer acceptance and
demand for new pharmaceutical products; (vii) availability of raw
materials in a timely manner, at competitive prices, and in
required quantities; (viii) timing and success of product
development and launch; (ix) integrity and reliability of the
Company's data; (x) lack of success in attaining full compliance
with regard to regulatory and cGMP compliance; (xi) dependence on
limited customer base; (xii) occasional credits to certain
customers reflecting price reductions on products previously sold
to them and still available as shelf-stock; (xiii) possibility of
an incorrect estimate of charge-backs and the impact of such an
incorrect estimate on net sales, gross profit and net income; (xiv)
dependence on few products generating majority of sales; (xv)
product liability claims for which the Company may be inadequately
insured; (xvi) subjectivity in judgment of management in applying
certain significant accounting policies derived based on historical
experience, terms of contracts, our observations of trends of
industry, information received from our customers and other
sources, to estimate revenues, accounts receivable allowances
including chargebacks, rebates, income taxes, values of assets and
inventories; (xvii) litigation involving claims of patent
infringement; (xviii) material litigation from product
recalls; (xix) the purported class action lawsuits alleging federal
securities laws violations; (xx) delays in returning the Company's
products to market, including loss of market share; (xxi) excessive
dependency for revenues on the Marketing Agreement and Distribution
and Sale Agreement, both signed with Sun Pharma; (xxii) excessive
dependency on Sun Pharma and other third parties for manufacture of
Caraco owned products; and (xxiii) other risks identified in this
report and identified from time to time in our periodic
reports and registration statements filed with the Securities and
Exchange Commission. These forward-looking statements represent our
judgment as of the date of this report. We disclaim, however, any
intent or obligation to update our forward-looking statements.
SOURCE Caraco Pharmaceutical Laboratories, Ltd.