TARO Taro Pharmaceutical Industries Ltd

 

SCHEDULE 13D/A

 

CUSIP No. M8737E108

Page 4 of 11 Pages

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   ALKALOIDA CHEMICAL COMPANY ZRT (f/k/a ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LIMITED)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)   (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)   PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   The Republic of Hungary

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   27,105,511*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   27,105,511*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   27,105,511
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   72.12%**
14	TYPE OF REPORTING PERSON (See instructions)   CO

 

*   Includes 3,770,833 Ordinary Shares acquired by Alkaloida on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the Purchase Agreement; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the Original Warrant; 3,712,557 Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes; and 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from Harel.

 

This amount also includes 3,787,500 Ordinary Shares which Alkaloida acquired pursuant to Warrant No. 2, including (i) 3,712,500 Ordinary Shares issued to Alkaloida on September 24, 2010 and (ii) 75,000 Ordinary Shares issued to Alkaloida on September 27, 2010.

 

This amount also includes 29,382 Ordinary Shares which Alkaloida directly acquired on September 14, 2010, upon the closing of the initial offering period of the tender offer to purchase all of the outstanding Ordinary Shares, pursuant to the Tender Offer Statement on Schedule TO, filed on June 30, 2008, as amended.

 

This amount also includes an aggregate of 2,405,937 Ordinary Shares directly or indirectly acquired by Alkaloida pursuant to the Letter Agreement. Pursuant to the Letter Agreement, Alkaloida (i) directly acquired 2,405,925 Ordinary Shares from the Grantors, consummating an option granted by the Grantors to Alkaloida under the Option Agreement, and (ii) directly acquired an additional 12 Ordinary Shares from the Grantors. In addition, in connection with the consummation of the transactions contemplated by the Option Agreement, Alkaloida acquired 2,600 Founders’ Shares, which control in the aggregate one-third of the voting power of the Issuer.

 

This amount also includes 5,159,765 Ordinary Shares acquired by Alkaloida on November 1, 2010 from Franklin Advisors, Inc. and Templeton Asset Management Ltd.

 

This amount also includes 712,500 Ordinary Shares acquired by Alkaloida on January 18, 2011 under the Purchase Agreement and 712,500 Ordinary Shares acquired by Alkaloida on January 18, 2011 pursuant to Warrant No. 2.

 

**   Based on 37,584,631 Ordinary Shares issued and outstanding as of March 31, 2023. During the year ended March 31, 2022, Alkaloida’s ownership percentage increased 0.65% to 72.12% due to the repurchase of 341,413 Ordinary Shares by the Issuer during the year.

 

SCHEDULE 13D/A

 

CUSIP No. M8737E108

Page 5 of 11 Pages

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   SUN PHARMACEUTICAL HOLDINGS USA, INC.*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)   (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)   PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,333,802**
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,333,802

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,333,802
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.21%***
14	TYPE OF REPORTING PERSON (See instructions)   CO

 

 

*    Sun Pharmaceutical Holdings USA, Inc. (“Sun USA”) is an indirectly wholly-owned subsidiary of Sun through two entities (i.e., Sun Pharma (Netherlands) B.V. and Sun Pharma Holdings (UK) Limited) which may also be deemed to have beneficial ownership.

 

**    Includes 2,333,802 Ordinary Shares directly owned by TDC, which is an indirect wholly-owned subsidiary of Sun USA.

 

***    Based on 37,584,631 Ordinary Shares issued and outstanding as of March 31, 2023. During the year ended March 31, 2022, Sun USA’s ownership percentage increased 0.06% to 6.21% due to the repurchase of 341,413 Ordinary Shares by the Issuer during the year.

 

SCHEDULE 13D/A

 

CUSIP No. M8737E108

Page 6 of 11 Pages

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   SUN PHARMACEUTICAL INDUSTRIES, INC. (f/k/a CARACO PHARMACEUTICAL LABORATORIES, LTD.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)   (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)   PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,333,802*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,333,802

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,333,802
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.21%**
14	TYPE OF REPORTING PERSON (See instructions)   CO

 

 

*    Includes 2,333,802 Ordinary Shares directly owned by TDC, which is a direct wholly-owned subsidiary of Sun Pharmaceutical Industries, Inc.

 

**    Based on 37,584,631 Ordinary Shares issued and outstanding as of March 31, 2023. During the year ended March 31, 2022, Sun Industries’ ownership percentage increased 0.06% to 6.21% due to the repurchase of 341,413 Ordinary Shares by the Issuer during the year. 

 

SCHEDULE 13D/A

 

CUSIP No. M8737E108

Page 7 of 11 Pages

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   THE TARO DEVELOPMENT CORPORATION
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)   (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)   PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,333,802*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,333,802*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,333,802
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.21%**
14	TYPE OF REPORTING PERSON (See instructions)   CO

 

*    This amount includes the following Ordinary Shares: TDC directly owns 2,333,802 Ordinary Shares.

 

**    Based on 37,584,631 Ordinary Shares issued and outstanding as of March 31, 2023. During the year ended March 31, 2022, TDC’s ownership percentage increased 0.06% to 6.21% due to the repurchase of 341,413 Ordinary Shares by the Issuer during the year.

 

SCHEDULE 13D/A

 

CUSIP No. M8737E108

Page 8 of 11 Pages

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   DILIP S. SHANGHVI
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)   (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)   PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   The Republic of India

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   29,497,813*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   29,497,813*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   29,497,813
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   78.48%**
14	TYPE OF REPORTING PERSON (See instructions)   HC-IN

 

*    Includes 3,770,833 Ordinary Shares acquired by Alkaloida on May 21, 2007 and 3,016,667 Ordinary Shares acquired by Alkaloida on May 30, 2007, in each case pursuant to the Purchase Agreement; 58,500 Ordinary Shares acquired by Sun Pharma Holdings from Sun Pharma Global, Inc., which merged into Sun on January 1, 2015, through an agreement to sell investments dated March 29, 2014; 3,000,000 Ordinary Shares acquired by Alkaloida on August 2, 2007, pursuant to Sun’s rights under the Original Warrant; 3,712,557 Ordinary Shares acquired by Alkaloida on February 19, 2008, from Brandes; and 797,870 Ordinary Shares acquired by Alkaloida on June 23, 2008, from Harel.

 

This amount also includes 3,787,500 Ordinary Shares which Alkaloida acquired pursuant to Warrant No. 2, including (i) 3,712,500 Ordinary Shares issued to Alkaloida on September 24, 2010 and (ii) 75,000 Ordinary Shares issued to Alkaloida on September 27, 2010.

 

This amount also includes 29,382 Ordinary Shares which Alkaloida directly acquired on September 14, 2010, upon the closing of the initial offering period of the tender offer to purchase all of the outstanding Ordinary Shares, pursuant to the Tender Offer Statement on Schedule TO, filed on June 30, 2008, as amended.

 

This amount also includes an aggregate of 4,739,739 Ordinary Shares indirectly acquired by Sun pursuant to the Letter Agreement. Pursuant to the Letter Agreement: (i) Alkaloida directly acquired 2,405,925 Ordinary Shares from the Grantors, consummating an option granted by the Grantors to Alkaloida under the Option Agreement, (ii) Alkaloida directly acquired an additional 12 Ordinary Shares from the Grantors, and (iii) upon the merger of a subsidiary of Sun Michigan with and into TDC on October 1, 2010, Sun Michigan indirectly acquired 2,333,802 Ordinary Shares, consummating an option granted by TDC to Alkaloida (and subsequently assigned to Sun Michigan) under the Option Agreement. TDC directly owns 2,333,802 Ordinary Shares, including 780 Ordinary Shares which were previously owned by Morley and Company, Inc., a New York corporation, which merged with and into TDC. In addition, in connection with the consummation of the transactions contemplated by the Option Agreement, Alkaloida acquired 2,600 Founders’ Shares, which control in the aggregate one-third of the voting power of the Issuer. This amount also includes 5,159,765 Ordinary Shares acquired by Alkaloida on November 1, 2010 from Franklin Advisors, Inc. and Templeton Asset Management Ltd.

 

This amount also includes 712,500 Ordinary Shares acquired by Alkaloida on January 18, 2011 under the Purchase Agreement and 712,500 Ordinary Shares acquired by Alkaloida on January 18, 2011 pursuant to Warrant No. 2.

 

**    Based on 37,584,631 Ordinary Shares issued and outstanding as of March 31, 2023. During the year ended March 31, 2022, Mr. Shanghvi’s ownership percentage increased 0.71% to 78.48% due to the repurchase of 341,413 Ordinary Shares by the Issuer during the year. 

 

This Amendment No. 29 (this “Amendment”) amends and supplements the Statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on July 3, 2007 (the “Original Schedule 13D”), as amended by the Amendment No. 1 to the Original Schedule 13D, filed on July 25, 2007 (the “Amendment No. 1”); the Amendment No. 2 to the Original Schedule 13D, filed on August 2, 2007 (the “Amendment No. 2”); the Amendment No. 3 to the Original Schedule 13D, filed on February 19, 2008 (the “Amendment No. 3”); the Amendment No. 4 to the Original Schedule 13D, filed on May 29, 2008 (the “Amendment No. 4”); the Amendment No. 5 to the Original Schedule 13D, filed on June 5, 2008 (the “Amendment No. 5”); the Amendment No. 6 to the Original Schedule 13D, filed on June 24, 2008 (the “Amendment No. 6”); the Amendment No. 7 to the Original Schedule 13D, filed on June 25, 2008 (the “Amendment No. 7”); the Amendment No. 8 to the Original Schedule 13D, filed on December 2, 2009 (the “Amendment No. 8”); the Amendment No. 9 to the Original Schedule 13D, filed on December 11, 2009 (the Amendment No. 9”); the Amendment No. 10 to the Original Schedule 13D, filed on December 14, 2009 (the “Amendment No. 10”); the Amendment No. 11 to the Original Schedule 13D, filed on December 15, 2009 (the “Amendment No. 11”); the Amendment No. 12 to the Original Schedule 13D, filed on December 17, 2009 (the “Amendment No. 12”); the Amendment No. 13 to the Original Schedule 13D, filed on December 21, 2009 (the “Amendment No. 13”); the Amendment No. 14 to the Original Schedule 13D, filed on December 22, 2009 (the “Amendment No. 14”); the Amendment No. 15 to the Original Schedule 13D, filed on December 24, 2009 (the “Amendment No. 15”); the Amendment No. 16 to the Original Schedule 13D, filed on December 31, 2009 (the “Amendment No. 16”); the Amendment No. 17 to the Original Schedule 13D, filed on January 11, 2010 (the “Amendment No. 17”); the Amendment No. 18 to the Original Schedule 13D, filed on September 10, 2010 (the “Amendment No. 18”); the Amendment No. 19 to the Original Schedule 13D, filed on September 24, 2010 (the “Amendment No. 19”); the Amendment No. 20 to the Original Schedule 13D, filed on October 5, 2010 (the “Amendment No. 20”); the Amendment No. 21 to the Original Schedule 13D, filed on November 4, 2010 (the “Amendment No. 21”); the Amendment No. 22 to the Original Schedule 13D, filed on January 19, 2011 (the “Amendment No. 22”); the Amendment No. 23 to the Original Schedule 13D, filed on October 18, 2011 (the “Amendment No. 23”); the Amendment No. 24 to the Original Schedule 13D, filed on August 13, 2012 (the “Amendment No. 24”); the Amendment No. 25 to the Original Schedule 13D, filed on February 8, 2013 (the “Amendment No. 25”); the Amendment No. 26 to the Original Schedule 13D, filed on November 27, 2013; the Amendment No. 27 to the Original Schedule 13D, filed on September 8, 2022 (the “Amendment No. 27”); and the Amendment No. 28 to the Original Schedule 13D, filed on May 26, 2023 (the “Amendment No. 28” and, together with the Original Schedule 13D, the Amendment No. 1, to and through the Amendment No. 27, the “Schedule 13D”), with respect to the Ordinary Shares, nominal (par) value NIS 0.0001 per share (the “Ordinary Shares”), of Taro Pharmaceutical Industries Ltd., a company incorporated under the laws of the State of Israel (the “Issuer”), whose principal executive offices are located at 14 Hakitor Street, Haifa Bay 26110, Israel. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.  

 

ITEM 3.

Source and Amount of Funds or Other Consideration.

  

Item 3 of the Schedule 13D is hereby amended and supplemented to include the following:

 

The description of the Proposed Transaction set forth in Item 4 below is incorporated by reference in its entirety into this Item 3. It is anticipated that funding for the consideration payable pursuant to the Proposed Transaction will be obtained through available cash on hand, borrowings, or a combination thereof. 

 

ITEM 4.

Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

 

As previously disclosed, on May 26, 2023, Sun delivered a letter (the “May 26 Letter”) to the Board of Directors of the Issuer that contained a non-binding indication of interest to acquire all of the outstanding shares of the Issuer’s Ordinary Shares, other than any shares held by Sun or its affiliates, for a purchase price per share of $38.00 in cash (the “Proposed Transaction”). The foregoing summary of the May 26 Letter is qualified in its entirety by reference to the full text of the May 26 Letter, a copy of which was attached to Amendment No. 28 as Exhibit 99.57. 

 

 

Following delivery of the May 26 Letter, Sun engaged in multiple rounds of price negotiations with a special committee of the Board of Directors of the Issuer (the “Special Committee”) regarding the terms of the Proposed Transaction. Such negotiations ultimately resulted in Sun communicating to the members of the Special Committee updated terms of the Proposed Transaction, pursuant to which Sun has proposed to acquire all of the outstanding shares of the Issuer’s Ordinary Shares, other than any shares held by Sun or its affiliates, for a purchase price per share of $43.00 in cash (the “Revised Proposal”). On December 10, 2023, the Special Committee confirmed that it agreed in principle with the Revised Proposal and that it has agreed to negotiate definitive agreements. Negotiations regarding definitive terms and agreements for a Proposed Transaction are ongoing, and no assurances can be given that a definitive agreement will be reached, as to the terms of any such definitive agreement, or that the Proposed Transaction will be consummated, and the Revised Proposal remains subject to further required corporate approvals, execution of definitive documentation and satisfaction of other customary conditions. The Special Committee is comprised solely of independent directors and the required corporate approvals with respect to the Proposed Transaction shall include the affirmative approval of the shareholders holding a majority of all the votes of shareholders, excluding Sun, its affiliates and any other shareholders that have a personal interest in the approval of the transaction, who participate in the vote.

 

The Proposed Transaction could result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D, including the acquisition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the present capitalization of the Issuer, the delisting of the Issuer’s securities from the New York Stock Exchange, and a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. The Reporting Persons may at any time, or from time to time, amend, pursue, or choose not to pursue the Proposed Transaction; change the terms of the Proposed Transaction, including the price, conditions, or scope of the transaction; take any appropriate action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the Proposed Transaction.

 

The Reporting Persons do not intend to provide additional disclosures regarding the Proposed Transaction unless and until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable securities laws. Completion of the Proposed Transaction is subject to, among other matters, the negotiation of a definitive agreement and satisfaction of the conditions negotiated therein, including the approval of the transaction by shareholders of the Issuer. There is no certainty as to the timetable for the potential execution of any definitive agreement. Furthermore, no legally binding obligation of the Reporting Persons to participate in the Proposed Transaction will exist unless and until mutually acceptable definitive documentation has been executed and delivered with respect thereto. 

  

ITEM 6.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended and supplemented by incorporating by reference in its entirety the description of the Proposed Transaction and the other matters set forth in Item 4 above.    

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:

 

December 11, 2023

 

	SUN PHARMACEUTICAL INDUSTRIES LIMITED
	By:	/s/ Sailesh T. Desai
	Name:	Sailesh T. Desai
	Title:	Whole-time Director

 

	SUN PHARMA HOLDINGS
	By:	/s/ Rajesh K. Shah
	Name:	Rajesh K. Shah
	Title:	Director

 

	ALKALOIDA CHEMICAL COMPANY ZRT.
	By:	/s/ Sunil Ajmera
	Name:	Sunil Ajmera
	Title:	Director

 

	SUN PHARMACEUTICAL HOLDINGS USA, INC.
	By:	/s/ Erik Zwicker
	Name:	Erik Zwicker
	Title:	Secretary

 

	SUN PHARMACEUTICAL INDUSTRIES, INC.
	By:	/s/ Erik Zwicker
	Name:	Erik Zwicker
	Title:	Vice President, General Counsel, North America

 

	THE TARO DEVELOPMENT CORPORATION
	By:	/s/ Sudhir V. Valia
	Name:	Sudhir V. Valia
	Title:	Director

 

		/s/ Dilip S. Shanghvi
	Name:	Dilip S. Shanghvi

 

 

[Signature Page to Amendment No. 29 to Schedule 13D]

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