UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission File Number 001-35463
Taro PharmaceuticalIndustries Ltd.
(Translation of registrant's name into English)
14 Hakitor Street, Haifa Bay 2624761, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annualreports
under cover of Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
..
CONTENTS
Results of Shareholder Vote
On January 17, 2024, Taro Pharmaceutical Industries Ltd. ("
Taro
"or the "
Company
") announced it had entered into a merger agreement with Sun Pharmaceutical
Industries Ltd. ("
SunPharma
"). On May 22, 2024, at an Extraordinary General Meeting and an Ordinary Class
Meeting, the Company's shareholdersvoted on the proposed transaction, which
was described in the Company's Proxy Statement dated April 15, 2024, which was
most recentlyattached as Exhibit (a)(3)(i) to Amendment No. 5 to the Schedule
13E-3 filed by Taro with the Securities and Exchange Commission on May14, 2024
(as amended from time to time, the "
Proxy Statement
"). Capitalized terms used herein without definition havethe meanings ascribed
to them in the Proxy Statement.
The merger proposal, along with the results of the voting, is providedbelow:
To approve and adopt the Agreement of Merger, dated January 17, 2024, byand
among the Company, Sun Pharma, Alkaloida Chemical Company ZRT. (f/k/a
Alkaloida Chemical Company Exclusive Group Limited), The TaroDevelopment
Corporation, Sun Pharma Holdings, and Libra Merger Ltd., the merger of Merger
Sub with and into the Company pursuant to theMerger Agreement and the other
transactions contemplated by the Merger Agreement.
At the Extraordinary General Meeting and the Ordinary Class Meeting, eachof
which was duly convened to approve the Merger and at which the requisite
quorum of three or more shareholders who hold at least one-thirdof the total
number of votes in the Company was present, the merger proposal was:
I. Approved by the affirmative vote of the holders of at least 75% of the voting power of the Company present
(in person or by proxy)and voting on such resolution, including at least a majority of the voting power held
by holders other than Sun Pharma and its affiliates,their relatives, persons voting on their behalf or any
other holders having a personal interest in the Merger, present (in person or byproxy) and voting thereon;
II. Approved by the affirmative vote of the holders of at least 75% of the Company Ordinary Shares
present (in person or by proxy) andvoting on such resolution at the ordinary class meeting; and
III. Approved by the affirmative vote of the holders of at least 75% of the Company Founder Shares
present (in person or by proxy) andvoting on such resolution at the founders class meeting.
The Company issued a press release jointly with Sun Pharma relating tothe
meeting results on May 23, 2024. A copy of the joint press release is
furnished herewith as Exhibit 99.1.
Exhibits
Exhibit No. Description
99.1 Press Release, dated May 23, 2024
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: May 23, 2024
TARO PHARMACEUTICAL INDUSTRIES LTD.
By: /s/ Uday Baldota
Name: Uday Baldota
Title: Chief Executive Officer and Director
Taro Shareholders Approve Merger with Sun Pharma
Mumbai, India and New York, USA May 23, 2024 -
Sun Pharmaceutical Industries Limited (Reuters: SUN.BO, Bloomberg: SUNP IN,
NSE: SUNPHARMA, BSE: 524715) (together with its subsidiariesand/or associates
referred as "Sun Pharma") and Taro Pharmaceutical Industries Ltd. (NYSE: TARO)
("Taro" or the"Company") today announced that the merger agreement between
Taro and Sun Pharma was approved by the affirmative vote of Taroshareholders
(including a vote of the majority of shares held by Taro shareholders
unaffiliated with Sun Pharma) at an Extraordinary GeneralMeeting and an
Ordinary Class Meeting on May 22, 2024. The details of the merger agreement
were announced on January 17, 2024.
Dilip Shanghvi, Managing Director of Sun Pharma, said,"We are pleased with the
approval by Taro's shareholders, which, subject to the remaining closing
conditions, will enableTaro to merge with Sun. The combined entity will enable
us to better serve the needs of patients, healthcare professionals and our
customersaround the world."
Uday Baldota, Chief Executive Officerof Taro, said, "Throughout our
fifteen-year relationship with Sun Pharma, Taro has benefited from their
global scale and resources.This merger will further enable us to compete
effectively in our products and markets."
Upon completion of the merger, currentlyexpected to close in approximately 35
days (subject to the satisfaction or waiver of certain closing conditions),
Taro will become a privatelyheld company wholly owned by Sun Pharma and soon
after its shares will be de-listed from the NYSE.
About Sun PharmaceuticalIndustries Limited (CIN - L24230GJ1993PLC019050)
Sun Pharma is a leading global specialty generics companywith presence in
Innovative products, Generics and Consumer Healthcare products. It is the
largest pharmaceutical company in India andis a leading generic company in the
US as well as Global Emerging Markets. Sun's high growth Global Specialty
portfolio spans innovativeproducts in dermatology, ophthalmology, and
onco-dermatology and accounts for over 18% of company sales. The company's
verticallyintegrated operations deliver high-quality medicines, trusted by
physicians and consumers in over 100 countries. Its manufacturing
facilitiesare spread across six continents. Sun Pharma is proud of its
multi-cultural workforce drawn from over 50 nations. For further information,ple
ase visit www.sunpharma.com and follow us on "X" @SunPharma_Live
About Taro PharmaceuticalIndustries Ltd. (NYSE: TARO)
Taro Pharmaceutical Industries Ltd. is a multinational,science-based
pharmaceutical company dedicated to meeting the needs of its customers through
the discovery, development, manufacturingand marketing of the highest quality
healthcare products. For further information on Taro Pharmaceutical Industries
Ltd., please visitthe Company's website at www.taro.com
Forward-LookingStatements
This announcement contains forward-looking statements,including, but not
limited to, the anticipated timing of closing the transaction. These
forward-looking statements can be identified byterminology such as "will,"
"expects," "anticipates," "future," "intends,""plans," "believes,"
"estimates," "confident" and similar statements. Statements thatare not
historical or current facts, including statements about beliefs and
expectations, are forward-looking statements. Forward-lookingstatements
involve factors, risks and uncertainties that could cause actual results to
differ materially from those expressed or impliedin these forward-looking
statements. Such factors, risks and uncertainties include the possibility that
the merger will not occur on thetimeline anticipated, or at all, if events
arise that result in the termination of the Agreement, or if one or more of
the various closingconditions to the merger are not satisfied or waived, or if
the regulatory review process takes longer than anticipated and other risksand
uncertainties discussed in documents filed with the SEC by the Company as well
as the Schedule 13E-3 and the proxy statement filedby the Company. All
information provided in this press release is as of the date of the press
release, and the Company undertakes no dutyto update such information, except
as required under applicable law.
Further information on these and other factors is includedin filings the
Company makes with the SEC from time to time, including the section titled
"Risk Factors" in the Company'smost recent Form 20-F, as well as the Form 6-K
and Schedule 13E-3, including the amendments thereto (which include the proxy
statement)filed by the Company. These documents are available (or will be
available when filed) on the SEC Filings section of the Investor Relationssectio
n of the Company's website at:
https://taro.gcs-web.com/.
Investor Relations Contacts
Sun Pharmaceutical Industries Limited
Investor Contact:
Dr. Abhishek Sharma
Tel: +91 22 4324 4324, Xtn 2929
Tel Direct: +91 22 4324 2929
Mobile: +91 98196 86016
E-mail: abhi.sharma@sunpharma.com
Media Contact:
Gaurav Chugh
Tel: +91 22 4324 4324, Xtn 5373
Tel Direct: +91 22 4324 5373
Mobile: +91 98104 71414
E-mail:
gaurav.chugh@sunpharma.com
Media Contact (US):
Janet Metz
Mobile +1 609-389-3044
E mail: janet.metz@sunpharma.com
Taro Pharmaceutical Industries Ltd.
Contact:
William J. Coote
VP, CFO
(914) 345-9001
William.Coote@taro.com
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