Taro to hold meetings for approval of merger with Sun Pharmaceutical Industries
Taro has called an extraordinary general meeting of its shareholders, to be held on May 22, at 10:00 a.m., Israel time, and a class meeting (the “ordinary class meeting” and together with the extraordinary general meeting, the “meetings”) of the holders of the company’s ordinary shares, to be held on May 22, at 11:00 a.m., Israel time, or immediately after the conclusion of the extraordinary general meeting, whichever is later
Following the ordinary class meeting, a class meeting of the holders of the company’s founders’ shares will be held.
[Related: Taro announces merger agreement with Sun Pharma]
At the meetings, Taro shareholders will be asked to consider and vote on the approval, pursuant to Section 320 of the Companies Law, 5759-1999 of the State of Israel (together with the regulations promulgated thereunder, the “Companies Law”), of the merger of Taro with Libra Merger, a company formed under the laws of the State of Israel (“Merger Sub”), under the control of Sun Pharmaceutical Industries Limited, a corporation organized under the laws of India (“Sun Pharma”), and a direct, wholly owned subsidiary of Alkaloida Chemical Company ZRT (f/k/a Alkaloida Chemical Company Exclusive Group Limited), a company formed under the laws of Hungary (“Alkaloida”), The Taro Development Corporation, a company formed under the laws of New York (“TDC”), and Sun Pharma Holdings, a corporation formed under the laws of Mauritius (“SPH”), including approval of: the Agreement of Merger, dated as of Jan. 17, 2024, by and among Sun Pharma, Alkaloida, Merger Sub, TDC, SPH and Taro (the “Merger Agreement”); the merger transaction pursuant to Sections 314 through 327 of the Companies Law, whereby Merger Sub will merge with and into Taro, with Taro surviving and becoming an indirect wholly owned subsidiary of Sun Pharma and its affiliates (the “Merger”); and all other transactions contemplated by the Merger Agreement (collectively, the “Transactions”).
Record holders of Taro’s outstanding ordinary shares as of the close of business in New York City on April 15, 2024, are entitled to notice of and to one vote at the meetings or any adjournment or postponement thereof per ordinary share held.
Each of Sun Pharma, Alkaloida, TDC and SPH has agreed to vote or cause to be voted in favor of the transactions all of the ordinary shares it beneficially owns and has the power to vote or cause to be voted, equal to 78.5% of the issued and outstanding ordinary shares and all of the founder shares beneficially owned by each of them (which constitute 100% of the founder shares), which together represent 85.7% of the aggregate voting power of Taro.
[Read more: Sun Pharma Canada’s Winlevi rolls out in Canada]
If the merger is completed, Taro will become a privately held company and its shares will no longer be listed on the NYSE.
After careful consideration, the special committee of Taro’s board of directors, composed entirely of independent directors of the board, unanimously determined that the transactions are advisable and fair to, and in the best interests of, the minority shareholders, and Taro’s audit committee of the board unanimously determined that the transactions are advisable and fair to, and in the best interests of, Taro and its shareholders, and each of these committees unanimously recommended that the board approve the transactions.
The board has upon such recommendations, unanimously determined that the merger is advisable and fair to, and in the best interests of, Taro and its shareholders, approved the transactions and determined to recommend to the shareholders of Taro the approval of the transactions and determined that, considering the financial position of the merging companies, no reasonable concern exists that the surviving company in the merger will be unable to fulfill the obligations of Taro to its creditors. If the transactions are approved at the meetings, it is expected that the transactions will close in late June.