labels: M&A, Pharmaceuticals
Sun Pharma gets US regulator's approval for Taro open offer news
14 August 2008

Mumbai: Sun Pharmaceuticals has received approval from the US Federal Trade Commission for the open offer to shareholders of Israeli firm Taro.

In a filing with the Bombay Stock Exchange, Mumbai-based Sun Pharmaceuticals said the FTC has granted early termination of the anti-trust waiting period for the previously announced tender offer by its subsidiary in Israel Alkaloida Chemical Company Exclusive Group Ltd.

''FTC granted early termination of the antitrust waiting period under the Hart-Scott-Rodino Act (HSR),'' it said.

On 30 June,  Alkaloida Chemical launched an open offer at a price of $7.75 per share to acquire all outstanding shares of Taro, including all of its promoter's shares.

The offer is scheduled to expire on 2 September, unless extended, the filing said.

In May 2007 Sun had enterd in to an all-cash $454-million to acquore the Israeli firm. (See: Sun Pharmaceutical to acquire Taro Pharma for $454 million)

The acquisition included refinancing of $224 million of Taro's net debt along with acquiring Taro's equity for $230 million or $7.75 per share, a 27 per cent premium to its 18 May, 2007, closing price of $6.10.

After sealing the dea and availing of a $45 million interim offer Taro unilaterally scrapped the deal this year and to scuttle the agreement attempted to sell its Irish plant, an asset that Sun Pharma regarded as being integral to the deal.

Taro also filed lawsuits against Sun Pharma in the Israeli court to prevent the Indian company from moving ahead with its offer to acquire shares from Taro shareholders.

Sun, which already owns 36 per cent of Taro shares, decided to push through with a hostile offer to Taro shareholders commenced the tender offer to acquire Taro's shares on 30 June, five days after excercising its 'buy option' on 25 June under the terms of the agreement that Alkaloida had entered into with the controlling shareholders of Taro at the offer price of $7.75, as per the agreement. It however, postponed acquiring the shares at the suggestion of an Israeli court to enable the court to rule on the merits of the litigation.

It has also hauled Taro's board of directors to the Supreme Court of New York for fraud, and also urging that Taro be ordered to follow the terms of the Option Agreement be followed.

Greenhill & Co LLC is acting as the dealer manager and MacKenzie is acting as the information agent for the tender offer, the company said in the release.

Sun said Alkaloida exercised its option under the agreement signed between the two companies last year for acquiring all the shares held by the controlling shareholders.

Merrill Lynch and Yigal Arnon & Co and Skadden Slate Meagher & Flom LLP are assisting the Taro board in evaluating Sun's offer.

The complete terms and conditions are set out in the Offer to Purchase, which is filed with the US Securities and Exchange Commission.

Sun Pharmaceutical Industries Ltd is an integrated specialty pharmaceuticals company. It manufactures and markets a range of pharmaceutical formulations as branded generics as well as generics in India, the US and several other markets across the world.

Sun Pharmaceuticals is a leader in niche therapy areas of psychiatry, neurology, cardiology, diabetology, gastroenterology, and orthopaedics.

Sun Pharmaceutical had, meanwhile, received USFDA approval for its abbreviated new drug application (ANDA) for generic Depakote, divalproex sodium delayed release tablets.


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Sun Pharma gets US regulator's approval for Taro open offer