0001104659-12-078972.txt : 20121119 0001104659-12-078972.hdr.sgml : 20121119 20121119171158 ACCESSION NUMBER: 0001104659-12-078972 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121108 FILED AS OF DATE: 20121119 DATE AS OF CHANGE: 20121119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUN PHARMA GLOBAL INC CENTRAL INDEX KEY: 0001197088 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31533 FILM NUMBER: 121215518 BUSINESS ADDRESS: STREET 1: SPARC AKOTA ROAD CITY: VADODARA STATE: A1 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHANGHVI DILIP S CENTRAL INDEX KEY: 0001249644 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31533 FILM NUMBER: 121215517 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DUSA PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000879993 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223103129 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 25 UPTON DRIVE CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: 9786577500 MAIL ADDRESS: STREET 1: 25 UPTON DRIVE CITY: WILMINGTON STATE: MA ZIP: 01887 FORMER COMPANY: FORMER CONFORMED NAME: DEPRENYL USA INC / NJ DATE OF NAME CHANGE: 19930328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARACO PHARMACEUTICAL LABORATORIES LTD CENTRAL INDEX KEY: 0000887708 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31533 FILM NUMBER: 121215519 BUSINESS ADDRESS: STREET 1: 1150 ELIJAH MCCOY DRIVE CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3138718400 MAIL ADDRESS: STREET 1: 1150 ELIJAH MCCOY DRIVE CITY: DETROIT STATE: MI ZIP: 48202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUN PHARMACEUTICAL INDUSTRIES LTD CENTRAL INDEX KEY: 0001197089 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31533 FILM NUMBER: 121215521 BUSINESS ADDRESS: STREET 1: 17/B, MAHAL INDUSTRIAL ESTATE STREET 2: MAHAKALI CAVES ROAD CITY: ANDEHERI (EAST) STATE: K7 ZIP: 400 093 BUSINESS PHONE: 01191228212128 MAIL ADDRESS: STREET 1: 17/B, MAHAL INDUSTRIAL ESTATE STREET 2: MAHAKALI CAVES ROAD CITY: ANDEHERI (EAST) STATE: K7 ZIP: 400 093 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Caraco Acquisition Corp CENTRAL INDEX KEY: 0001561763 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31533 FILM NUMBER: 121215520 BUSINESS ADDRESS: STREET 1: 1150 ELIJAH MCCOY DRIVE CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 313-871-8400 MAIL ADDRESS: STREET 1: 1150 ELIJAH MCCOY DRIVE CITY: DETROIT STATE: MI ZIP: 48202 3 1 a3.xml 3 X0206 3 2012-11-08 0 0000879993 DUSA PHARMACEUTICALS INC DUSA 0001197089 SUN PHARMACEUTICAL INDUSTRIES LTD 17/B, MAHAL INDUSTRIAL ESTATE MAHAKALI CAVES ROAD ANDEHERI (EAST) K7 400 093 INDIA 0 0 1 0 0001561763 Caraco Acquisition Corp 1150 ELIJAH MCCOY DRIVE DETROIT MI 48202 0 0 1 0 0000887708 CARACO PHARMACEUTICAL LABORATORIES LTD 1150 ELIJAH MCCOY DRIVE DETROIT MI 48202 0 0 1 0 0001197088 SUN PHARMA GLOBAL INC 0 0 1 0 0001249644 SHANGHVI DILIP S 0 0 1 0 Common Stock 0 I See Notes On November 8, 2012, DUSA Pharmaceuticals, Inc. ("Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Sun Pharmaceutical Industries Limited, a corporation organized under the laws of India ("Sun Pharma"), and Caraco Acquisition Corporation, a New Jersey corporation and indirect wholly owned subsidiary of Sun Pharma ("Purchaser"). Purchaser is directly and wholly owned by Caraco Pharmaceutical Laboratories, Ltd., a Michigan corporation ("Parent"). Parent is wholly owned by Sun Pharma and Sun Pharma Global, Inc., a corporation organized under the laws of the British Virgin Islands ("Sun Global"). Dilip S. Shanghvi is the controlling shareholder of Sun Pharma. On November 16, 2012, Sun Pharma assigned the Merger Agreement and all rights and obligations therein to Parent. Pursuant to the terms of the Merger Agreement, notwithstanding the assignment, Sun Pharma is not relieved of any liability or obligation under the Merger Agreement. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser will commence a cash tender offer to acquire all of the shares of the Issuer's common stock (the "Offer") for a purchase price of $8.00 per share in cash (the "Offer Price"). As soon as practicable after the consummation of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into the Issuer (the "Merger"), and the Issuer will become a wholly-owned subsidiary of Parent. Concurrently with the execution of the Merger Agreement, Sun Pharma and Purchaser entered into certain Support Agreements ("Support Agreements"), dated November 8, 2012, by and among Sun Pharma, Purchaser and certain shareholders of the Issuer (the "Supporting Shareholders") pursuant to which each Supporting Shareholder has agreed, among other things, subject to the termination of the Support Agreement (i) to tender (and not withdraw) all their shares of Issuer common stock in the Offer, (ii) to grant an irrevocable proxy to certain designees of Sun Pharma with respect to certain matters related to the Merger and (iii) to vote in favor of the Merger, upon the terms and subject to the conditions of such Support Agreements. On November 16, 2012, Sun Pharma assigned the Support Agreements and all rights and obligations therein to Parent. Pursuant to the terms of the Support Agreements, Sun Pharma is not relieved of any liability or obligation under the Support Agreements. The shares of Issuer common stock (including options to purchase common stock and restricted shares) subject to the Support Agreements equal 4,464,746 shares or approximately 15.6% of the outstanding Issuer common stock (based on the Issuer's outstanding common stock as of November 8, 2012 of 25,027,683 shares, 2,053,650 options to purchase Issuer common stock and 1,549,000 restricted shares beneficially owned by the Supporting Shareholders). As of the date hereof, none of the Reporting Owners owns any shares of Issuer common stock. However, as a result of entering into the Support Agreements, the Reporting Owners may be deemed to share with the Supporting Shareholders the power to vote or to direct the voting of the shares of Issuer held by the Supporting Shareholders and, therefore, beneficially own within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, greater than 10% of the shares of Issuer common stock outstanding. No Reporting Owner has any pecuniary interest in the shares of the Issuer held by the Supporting Shareholders, and each expressly disclaims beneficial ownership of any shares of Issuer common stock covered by the Support Agreements. This report is neither an offer to purchase nor a solicitation of an offer to sell shares of the Issuer. Sun Pharma, Sun Global, Parent and Purchaser will file a tender offer statement on Schedule TO with the Securities and Exchange Commission ("SEC"), and will mail an offer to purchase, forms of letter of transmittal and related documents to Issuer shareholders. The Issuer will file with the SEC, and will mail to Issuer shareholders, a solicitation/recommendation statement on Schedule 14D-9. These documents contain important information about the tender offer, and shareholders of the Issuer are urged to read them carefully and in their entirety when they become available. These documents will be available at no charge at the SEC's website at www.sec.gov. For additional information regarding the Merger Agreement and the Support Agreements, please see the Schedule 13D filed by Sun Pharma, Purchaser, Parent, Sun Global and Mr. Shanghvi with the SEC on November 19, 2012. . /s/ By Dilip S. Shanghvi, Managing Director, on behalf of Sun Pharmaceutical Industries Limited 2012-11-19 /s/ By Mukul Rathi, President, on behalf of Caraco Acquisition Corporation 2012-11-19 /s/ By Mukul Rathi, Interim Chief Financial Officer, on behalf of Caraco Pharmaceutical Laboratories, Ltd. 2012-11-19 /s/ By Harin Mehta, Managing Director, on behalf of Sun Pharma Global, Inc. 2012-11-19 /s/ Dilip S. Shanghvi 2012-11-19