Sun Pharmaceutical Industries Limited (NSEI:SUNPHARMA) entered into non-binding indication of interest to acquire remaining 21.5% stake in Taro Pharmaceutical Industries Ltd. (NYSE:TARO) for approximately $350 million on May 26, 2023. Under the terms, Sun Pharmaceutical Industries has agreed to pay an offer per share of $38 for the share acquired. As of December 10, 2023, the Special Committee confirmed that it agreed in principle with the Revised Proposal and that it has agreed to negotiate definitive agreements. Proposal and that it has agreed to negotiate definitive agreements. Such negotiations resulted in the Company communicating to the Special Committee resulted in the updated terms pursuant to which the the Company has proposed to acquire all of the outstanding shares of Taro?s Ordinary Shares, other than any Ordinary Shares, shares held by the Company or its affiliates, for a purchase price of $43.00 per share in cash (?Revised or its affiliates, (?Revised Proposal?). As of January 17, 2024, Sun Pharmaceutical Industries Limited (NSEI:SUNPHARMA) entered into a definitive merger agreement to acquire remaining 21.5% stake in Taro Pharmaceutical Industries Ltd. (NYSE:TARO) for approximately $350 million.

The Special Committee is comprised solely of independent directors and the required corporate approvals with respect to the proposed transaction corporate approvals with respect to the proposed transaction shall include the affirmative approval of the all include the affirmative approval of the Taro shareholders holding a majority of all the votes Taro shareholders holding a majority of all the votes of shareholders of shareholders, excluding the Company and , excluding the Company and its its affiliates and affiliates and any other shareholders that have a personal interest in the approval of the transaction, who any other shareholders that have a personal interest in the approval of the transaction, who participate in the vote.

Final approval of the Proposed Transaction remains subject to (i) final approval of transaction terms by Sun Pharma?s management and Board of Directors; (ii) execution and delivery of binding contractual documentation to the satisfaction of all parties; (iii) approval of all the governing bodies, including the shareholders of Taro in accordance with Section 270(4) and 275 of the ICL; (iv) receipt of any third-party approvals, if needed; and (v) receipt of applicable regulatory approvals, including from any relevant Anti-Trust Authorities to the extent required. As of December 17, 2024, Upon receiving the unanimous recommendation of the Special Committee, and following unanimous approval by Taro's Audit Committee, Taro's Board and the Board of Directors of Sun Pharma unanimously approved the definitive merger agreement. Transaction is expected to close in the first half of 2024. Sun Pharma, Alkaloida, TDC and/or SPH have sufficient funds to pay the aggregate merger consideration from their cash or cash equivalents on hand at the time the Merger is completed. The merger is not subject to a financing condition. As of January 30, 2024, the Special Committee in which Krensavage stated it was opposed to the Final Proposal, arguing that the Final Proposal was inadequate for various reasons.

The Special Committee retained BofA Securities, Inc. as its financial advisor, Goldfarb Gross Seligman & Co. as its Israeli counsel and Maxim Mayer-Cesiano, Daniel L. Luks, and Yossi Vebman of Skadden, Arps, Slate, Meagher & Flom LLP as its U.S. legal counsel. Herzog, Fox & Neeman is acting as Israeli legal counsel to Sun Pharma and Michael Davis, William A. Curran and Veronica M. Wissel of Davis Polk & Wardwell LLP is acting as U.S. legal counsel to Sun Pharma. Meitar is acting as Israeli legal counsel to Taro and Richard Alsop and George Karafotias of Shearman & Sterling LLP is acting as U.S. legal counsel to Taro.