sc14d9a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 17
to
SCHEDULE
14D-9
Solicitation/Recommendation
Statement Under Section 14(d)(4)
of
the Securities Exchange Act of 1934
TARO
PHARMACEUTICAL INDUSTRIES LTD.
(Name
of Subject Company)
TARO
PHARMACEUTICAL INDUSTRIES LTD.
(Name
of Person(s) Filing Statement)
Ordinary
Shares, NIS 0.0001 nominal (par) value per share
(Title
of Class of Securities)
M8737E108
(CUSIP
Number of Class of Securities)
Taro
Pharmaceutical Industries Ltd.
Tal
Levitt
Secretary
Italy
House, Euro Park
Yakum
60972, Israel
+972-9-971-1800
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of
the Person(s) Filing Statement)
With
copies to:
|
Jeffrey
W. Tindell
|
|
Skadden,
Arps, Slate, Meagher & Flom LLP
|
|
Four
Times Square
|
|
New
York, New York 10036
|
|
(212)
735-3000
|
|
|
|
|
|
|
[ ] Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer
This Amendment No. 17 to the Schedule
14D-9 (this "Amendment"), filed with the U.S. Securities and Exchange Commission
(the "SEC") on December 21, 2009, amends and supplements the Schedule 14D-9
filed with the SEC on July 10, 2008 by Taro Pharmaceutical Industries Ltd., a
company incorporated under the laws of the State of Israel ("Taro" or the
"Company"), as previously amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9,
10, 11, 12, 13, 14, 15 and 16 thereto filed with the SEC on July 23, 2008, July
28, 2008, August 28, 2008, August 29, 2008, September 2, 2008, September 10,
2008, November 12, 2008, January 5, 2009, January 6, 2009, January 6, 2009,
March 31, 2009, September 29, 2009, December 8, 2009, December 10, 2009,
December 15, 2009 and December 18, 2009, respectively. The Schedule
14D-9 relates to the tender offer by Alkaloida Chemical Company Exclusive Group
Ltd., a company organized under the laws of the Republic of Hungary (the
"Offeror") and a subsidiary of Sun Pharmaceutical Industries Ltd., a company
organized under the laws of the Republic of India ("Sun India" and, together
with the Offeror and their respective affiliates, collectively, "Sun"), to
purchase all of the Company's ordinary shares, NIS 0.0001 nominal (par) value
per share, for $7.75 per share, net to the seller (subject to withholding taxes,
as applicable) in cash, without interest, upon the terms and subject to the
conditions described in the Tender Offer Statement on Schedule TO filed by Sun
with the SEC on June 30, 2008, as amended.
The information in the Schedule 14D-9
and prior amendments is incorporated in this amendment by reference to all of
the applicable items in the Schedule 14D-9 and prior amendments, except that
such information is hereby amended and supplemented to the extent specifically
provided herein.
Item 4. The Solicitation or
Recommendation; Item 8. Additional Information.
Item
4 and Item 8 of the Schedule 14D-9 are hereby amended and supplemented by adding
thereto the following information:
On December 20, 2009, the Company sent
a letter to Mark Mobius. On December 21, 2009, the Company placed an
advertisement in the Financial Times which the Company may publish in
substantially similar form in other newspapers and journals before the Company’s
upcoming Annual General Meeting on December 31, 2009.
A copy of the letter and the
advertisement are filed as exhibits hereto and are incorporated herein by
reference.
Item
9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby
amended and supplemented by adding the following exhibits:
|
Exhibit
No.
|
|
Description
|
|
|
(a)(18)
|
|
Letter
to Mark Mobius dated December 20, 2009
|
|
|
(a)(19)
|
|
Advertisement
published in the Financial Times
on
December 21, 2009
|
|
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 17 to Schedule 14D-9 is true,
complete and correct.
|
|
TARO
PHARMACEUTICAL INDUSTRIES LTD.
|
|
|
|
|
|
|
|
|
By:
|
/s/
Tal Levitt
|
|
|
|
Name:
Tal
Levitt |
|
|
Title:
Secretary |
Date: December
21, 2009