sc14d9a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 14
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:
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Jeffrey
W. Tindell
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Skadden,
Arps, Slate, Meagher & Flom LLP
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Four
Times Square
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New
York, New York 10036
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(212)
735-3000
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[ ] Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer
This Amendment No. 14 to the Schedule
14D-9 (this "Amendment"), filed with the U.S. Securities and Exchange Commission
(the "SEC") on December 8, 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 and
13 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 and December 8, 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 10, 2009 the Company mailed
a letter to its shareholders regarding the Company’s Annual General Meeting of
Shareholders to be held on December 31, 2009.
A copy of the letter is filed as an
exhibit hereto and is incorporated herein by reference.
Item
9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby
amended and supplemented by adding the following exhibit:
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Exhibit
No.
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Description
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(a)(15)
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Letter
to shareholders, mailed December 10,
2009
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SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 14 to Schedule 14D-9 is true,
complete and correct.
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TARO
PHARMACEUTICAL INDUSTRIES LTD.
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By:
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/s/
Tal Levitt
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Name:
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Tal
Levitt
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Title:
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Secretary
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Date:
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December
10, 2009
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