SC TO-T/A 1 ss42085_sctota.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

______________

TARO PHARMACEUTICAL INDUSTRIES LTD.

(Name of Subject Company (Issuer))

______________

ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD.

(Name of Filing Person (Offeror))

a subsidiary of

SUN PHARMACEUTICAL INDUSTRIES LTD.

ORDINARY SHARES, NOMINAL (PAR) VALUE NIS 0.0001 PER SHARE

(Title of Class of Securities)

M8737E108

(CUSIP Number of Class of Securities)

______________

Mr. Harin P. Mehta

Director

Alkaloida Chemical Company Exclusive Group Ltd.

Kabay János u. 29, H-4440 Tiszavasari, The Republic of Hungary

+36-42-521-005

(Name, Address and Telephone Number of Persons Authorized to Receive Notices

and Communications on Behalf of filing persons)

______________

Copy to:

Peter D. Lyons

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

(212) 848-4000

Aaron M. Lampert

Naschitz, Brandes & Co.

5 Tuval Street

Tel-Aviv 67897, Israel

(972) 3-623-5000

Clifford M. J. Felig

Meitar Liquornik Geva & Leshem Brandwein

16 Abba Hillel Silver Rd.

Ramat Gan 52506, Israel

(972) 3-610-3100

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**

$194,554,682.50	$7,646.00

*	Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying $7.75, the per share tender offer price, by 25,103,830 shares.

**	Calculated as 0.00393% of the transaction value.

R	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	Amount Previously Paid:	$7,800.00		Filing Party:	Alkaloida Chemical Company Exclusive Group Ltd.
	Form or Registration No.:	Schedule TO		Date Filed:	June 30, 2008

£	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes to designate any transactions to which the statement relates:

R	third-party tender offer subject to Rule 14d-1.

£	issuer tender offer subject to Rule 13e-4.

£	going-private transaction subject to Rule 13e-3.

£	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: £

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed on June 30, 2008, as amended by Amendment No. 1 (as so amended, the “Schedule TO”) by Alkaloida Chemical Company Exclusive Group Ltd. (“Purchaser”), a Hungarian company and a subsidiary of Sun Pharmaceutical Industries Ltd. (“Sun”), an Indian company. This Schedule TO relates to the offer by Purchaser to purchase all outstanding Ordinary Shares, nominal (par) value NIS 0.0001 per share, of Taro Pharmaceutical Industries Ltd. (the “Company”), an Israeli corporation, at a purchase price of $7.75 per Ordinary Share, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 30, 2008 and in the related Letter of Transmittal. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO.

Based on the Solicitation/Recommendation Statement on Schedule 14d-9 filed on July 10, 2008 by the Company, the number of outstanding Ordinary Shares of the Company is 39,460,257 Ordinary Shares. All references in the Offer to Purchase, the Letter of Transmittal, the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and the Letter to Clients, to the number of outstanding Ordinary Shares are hereby amended and restated to refer to 39,460,257 Ordinary Shares. All references in the Offer to Purchase, the Letter of Transmittal, the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, and the Letter to Clients, to percentages calculated pursuant to the number of outstanding Ordinary Shares are not amended and are based on 39,453,118 Ordinary Shares (36,453,118 Ordinary Shares outstanding as of June 6, 2007, as reported by the Company in its Proxy Statement filed on Form 6-K on June 11, 2007 and 3,000,000 Ordinary Shares issued by the Company to Sun, pursuant to the Warrant, dated as of May 18, 2007).

Item 4.

Terms of the Transaction.

Item 4 of Schedule TO is hereby amended and supplemented as follows:

Section 1 – Terms of the Offer; Expiration Date – of the Offer to Purchase is hereby amended and supplemented as follows:

The following is hereby added to the end of the first paragraph of Section 1 of the Offer to Purchase:

“On July 14, 2008, at the recommendation of the Honorable Dr. Michal Agmon-Gonen J. of the Tel-Aviv District Court, Purchaser and Sun announced that they had extended the Expiration Date of the Offer to 5:00 p.m., New York City time, on Tuesday, September 2, 2008. All parties to the STO Litigation agreed to the extension of the Expiration Date of the Offer in order to allow the court to rule on the merits of the STO Litigation after the parties present their arguments. The Offer had previously been scheduled to expire at 12:00 midnight, New York City time, on Monday, July 28, 2008. As of 5:00 p.m., New York City time, on July 11, 2008, 700 Ordinary Shares had been tendered and not withdrawn from the Offer.”

The press release issued by Purchaser announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(D).

Item 11.

Additional Information.

Item 11 of Schedule TO is hereby amended and supplemented as follows:

Section 15 – Certain Legal Matters and Regulatory Approvals – of the Offer to Purchase is hereby amended and supplemented as follows:

The following paragraph is hereby added immediately following the last paragraph of Section 15(IV) – Certain Legal Matters and Regulatory Approvals: Relevant Litigation – of the Offer to Purchase:

“On July 9, 2008, Eran Eldor, a shareholder of the Company, filed a motion against the Purchaser with the Tel-Aviv Jaffa District Court to certify an action as a class action, pursuant to the provisions of the Class Actions Law, 5766-2006. Mr. Eldor alleges that the Notice of Exercise of the Options delivered by the Purchaser to TDC, Dr. Barrie Levitt, Dr. Daniel Moros, Ms. Tal Levitt and Dr. Jacob Levitt on July 25, 2008 and the Offer should have been preceded by a “special tender offer”. The class action motion is currently pending.”

Item 12.

Exhibits.

Item 12 of the Schedule TO is hereby amended and restated as follows:

(a)(1)(A)

Offer to Purchase dated June 30, 2008.*

(a)(1)(B)

Form of Letter of Transmittal.*

(a)(1)(C)

Form of Notice of Guaranteed Delivery.*

(a)(1)(D)

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(E)

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(F)

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(1)(G)

Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).*

(a)(5)(A)

Summary Advertisement as published in The Wall Street Journal on June 30, 2008.*

(a)(5)(B)

____________________________________

* Previously filed.

NIS 0.0001 per share of the Company, with the U.S. Securities and Exchange Commission (the “Original Schedule 13D”); the Amendment No. 1 to the Original Schedule 13D, filed on July 25, 2007 (the “Amendment No. 1”); the Amendment No. 2 to the Original Schedule 13D, filed on August 2, 2007 (the “Amendment No. 2”); the Amendment No. 3 to the Original Schedule 13D, filed on February 19, 2008 (the “Amendment No. 3”); the Amendment No. 4 to the Original Schedule 13D, filed on May 29, 2008 (the “Amendment No. 4”); the Amendment No. 5 to the Original Schedule 13D, filed on June 5, 2008 (the “Amendment No. 5”); the Amendment No. 6 to the Original Schedule 13D, filed on June 24, 2008; the Amendment No. 7 to the Original Schedule 13D, filed on June 25, 2008 (the “Amendment No. 7”, together with the Original Schedule 13D, the Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4, the Amendment No. 5 and the Amendment No. 6, the “Schedule 13D”) and by reference to Statement on Schedule TO filed by Purchaser on June 25, 2008.*

(a)(5)(C)

Text of Press Release issued by Purchaser on June 30, 2008.*

(a)(5)(D)

Text of Press Release issued by Purchaser on July 14, 2008.

(b)	Not applicable.

(d)(A)

Agreement of Merger, dated as of May 18, 2007, among Purchaser, Aditya Acquisition Company Ltd. and the Company, incorporated by reference to the Schedule 13D.*

(d)(B)

Amendment No. 1 to Agreement of Merger, dated as of July 23, 2007, among Purchaser, Aditya Acquisition Company Ltd. and the Company, incorporated by reference to the Schedule 13D.*

(d)(C)

Option Letter Agreement, dated as of May 18, 2007, among Taro Development Corporation, Barrie Levitt, Tal Levitt, Daniel Moros, Jacob Levitt and Purchaser, incorporated by reference to the Schedule 13D.*

(d)(D)

Share Purchase Agreement, dated as of May 18, 2007, among Purchaser and the Company, incorporated by reference to the Schedule 13D.*

(d)(E)

Agreement and Plan of Merger, dated as of May 18, 2007, among Sun Pharmaceutical Industries, Inc., Sun Development Corporation I, Taro Development Corporation, Barrie Levitt and Daniel Moros, incorporated by reference to the Schedule 13D.*

(d)(F)

Voting Agreement, dated as of May 18, 2007, between Purchaser and Barrie Levitt.*

(d)(G)

Voting Agreement, dated as of May 18, 2007, between Purchaser and Daniel Moros.*

(d)(H)

Voting Agreement, dated as of May 18, 2007, between Purchaser and Tal Levitt.*

(d)(I)

Voting Agreement, dated as of May 18, 2007, between Purchaser and Taro Development Corporation.*

(d)(J)

Voting Agreement, dated as of May 18, 2007, between Purchaser and Morley & Company, Inc.*

(d)(K)

Voting Agreement, dated as of May 18, 2007, between Sun Pharmaceutical Industries, Inc. and Barrie Levitt.*

(d)(L)

Voting Agreement, dated as of May 18, 2007, between Sun Pharmaceutical Industries, Inc. and Daniel Moros.*

(d)(M)

Voting Agreement, dated as of May 18, 2007, between Sun Pharmaceutical Industries, Inc. and Tal Levitt.*

(d)(N)

Voting Agreement, dated as of May 18, 2007, between Sun Pharmaceutical Industries, Inc. and Jacob Levitt.*

(d)(O)

Warrant, dated as of May 18, 2007, issued by the Company to Sun, incorporated by reference to the Schedule 13D.*

(d)(P)

Warrant No. 2, dated as of August 1, 2007, issued by the Company to Sun, incorporated by reference to the Schedule 13D.*

(d)(Q)

Registration Rights Agreement, dated as of May 18, 2007, between the Company and Purchaser, incorporated by reference to the Schedule 13D.*

(d)(R)

Assignment and Assumption Agreement, dated as of June 24, 2008, between Purchaser and Sun, incorporated by reference to Schedule 13D.*

(d)(S)

Irrevocable Trust Agreement, dated as of June 29, 2008, between Purchaser and Ubank Trust Company Ltd.*

(g)	Not applicable.

(h)	Not applicable.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 14, 2008

ALKALOIDA CHEMICAL COMPANY EXCLUSIVE GROUP LTD.


By:	/s/ Harin Mehta
	Name:	Mr. Harin Mehta
	Title:	Director

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 14, 2008

SUN PHARMACEUTICAL INDUSTRIES LTD.


By:	/s/ Sudhir V. Valia
	Name:	Mr. Sudhir V. Valia
	Title:	Director

EXHIBIT INDEX

Exhibit

No.

(a)(1)(A)

Offer to Purchase dated June 30, 2008.*

(a)(1)(B)

Form of Letter of Transmittal.*

(a)(1)(C)

Form of Notice of Guaranteed Delivery.*

(a)(1)(D)

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(E)

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(F)

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(1)(G)

Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).*

(a)(5)(A)

Summary Advertisement as published in The Wall Street Journal on June 30, 2008.*

(a)(5)(B)

Text of Press Release issued by Sun on June 25, 2008, incorporated by reference to the Statement on Schedule 13D (including exhibits), originally filed by Sun, Sun Pharma Global Inc. and Purchaser, with respect to the Ordinary Shares, par value NIS 0.0001 per share of the Company, with the U.S. Securities and Exchange Commission (the “Original Schedule 13D”); the Amendment No. 1 to the Original Schedule 13D, filed on July 25, 2007 (the “Amendment No. 1”); the Amendment No. 2 to the Original Schedule 13D, filed on August 2, 2007 (the “Amendment No. 2”); the Amendment No. 3 to the Original Schedule 13D, filed on February 19, 2008 (the “Amendment No. 3”); the Amendment No. 4 to the Original Schedule 13D, filed on May 29, 2008 (the “Amendment No. 4”); the Amendment No. 5 to the Original Schedule 13D, filed on June 5, 2008 (the “Amendment No. 5”); the Amendment No. 6 to the Original Schedule 13D, filed on June 24, 2008; the Amendment No. 7 to the Original Schedule 13D, filed on June 25, 2008 (the “Amendment No. 7”, together with the Original Schedule 13D, the Amendment No. 1, the Amendment No. 2, the Amendment No. 3, the Amendment No. 4, the Amendment No. 5 and the Amendment No. 6, the “Schedule 13D”) and by reference to Statement on Schedule TO filed by Purchaser on June 25, 2008.*

(a)(5)(C)

Text of Press Release issued by Purchaser on June 30, 2008.*

_________________________________

* Previously filed.

(a)(5)(D)

Text of Press Release issued by Purchaser on July 14, 2008.

(b)	Not applicable.

(d)(A)

Agreement of Merger, dated as of May 18, 2007, among Purchaser, Aditya Acquisition Company Ltd. and the Company, incorporated by reference to the Schedule 13D.*

(d)(B)

Amendment No. 1 to Agreement of Merger, dated as of July 23, 2007, among Purchaser, Aditya Acquisition Company Ltd. and the Company, incorporated by reference to the Schedule 13D.*

(d)(C)

(d)(D)

Share Purchase Agreement, dated as of May 18, 2007, among Purchaser and the Company, incorporated by reference to the Schedule 13D.*

(d)(E)

(d)(F)

Voting Agreement, dated as of May 18, 2007, between Purchaser and Barrie Levitt.*

(d)(G)

Voting Agreement, dated as of May 18, 2007, between Purchaser and Daniel Moros.*

(d)(H)

Voting Agreement, dated as of May 18, 2007, between Purchaser and Tal Levitt.*

(d)(I)

Voting Agreement, dated as of May 18, 2007, between Purchaser and Taro Development Corporation.*

(d)(J)

Voting Agreement, dated as of May 18, 2007, between Purchaser and Morley & Company, Inc.*

(d)(K)

Voting Agreement, dated as of May 18, 2007, between Sun Pharmaceutical Industries, Inc. and Barrie Levitt.*

(d)(L)

Voting Agreement, dated as of May 18, 2007, between Sun Pharmaceutical Industries, Inc. and Daniel Moros.*

(d)(M)

Voting Agreement, dated as of May 18, 2007, between Sun Pharmaceutical Industries, Inc. and Tal Levitt.*

(d)(N)

Voting Agreement, dated as of May 18, 2007, between Sun Pharmaceutical Industries, Inc. and Jacob Levitt.*

(d)(O)

Warrant, dated as of May 18, 2007, issued by the Company to Sun, incorporated by reference to the Schedule 13D.*

(d)(P)

Warrant No. 2, dated as of August 1, 2007, issued by the Company to Sun, incorporated by reference to the Schedule 13D.*

(d)(Q)

Registration Rights Agreement, dated as of May 18, 2007, between the Company and Purchaser, incorporated by reference to the Schedule 13D.*

(d)(R)

Assignment and Assumption Agreement, dated as of June 24, 2008, between Purchaser and Sun, incorporated by reference to Schedule 13D.*

(d)(S)

Irrevocable Trust Agreement, dated as of June 29, 2008, between Purchaser and Ubank Trust Company Ltd.*

(g)	Not applicable.

(h)	Not applicable.