Willkie Advises Special Committee on Buyout of Taro Pharmaceutical Industries

Auguat 15, 2012

Firm serves as U.S. legal counsel to the Special Committee of Taro Pharmaceutical Industries’ Board of Directors, which recommended approval of Sun Pharma’s improved buyout bid.

On August 12, it was announced that Israel-based Taro Pharmaceutical Industries Ltd. has accepted an improved buyout offer from India-based Sun Pharmaceutical Industries Ltd., Taro’s majority shareholder. The merger agreement was approved by Taro’s Board of Directors, based upon the recommendations and approvals of its Special Committee, represented by Willkie, and its Audit Committee.

The agreement provides that all shareholders of Taro other than Sun Pharma and its affiliates will receive a cash payment of $39.50 per share upon the closing of the merger. Sun Pharma and its affiliates collectively own approximately 66% of the outstanding Taro ordinary shares and 100% of Taro’s founders’ shares, representing approximately 77.5% of the outstanding voting power in Taro. Upon completion of the merger, Taro will become a privately held company, wholly owned by affiliates of Sun Pharma. Consummation of the merger is subject to the approval of the holders of a majority of the shares not held by sun or its affiliates voting thereon and other customary closing conditions.

Taro is a multinational, science-based pharmaceutical company focused on discovering, developing, manufacturing and marketing healthcare products. Sun Pharma is an international, integrated, specialty pharmaceutical company. The two companies entered a merger agreement in 2007. Last month, Taro’s Special Committee rejected Sun Parma’s previous buyout bid of $24.50 per share.

The matter was handled by partners Steven Seidman and Laura Delanoy and associates Danielle Scalzo and Laura Acker.