UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
|
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES
EXCHANGE ACT OF 1934
|
| For the month of June, 2007 | |
| Commission File Number 000-22286 |
Taro
Pharmaceutical Industries Ltd.
(Translation
of registrant's name into English)
14
Hakitor Street, Haifa Bay 26110, Israel
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F. Form
20-F x Form
40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): _____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): _____
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_____.
TARO
PHARMACEUTICAL INDUSTRIES LTD.
NOTICE
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
AND
CLASS MEETING OF THE HOLDERS OF ORDINARY SHARES
AND
CLASS MEETING OF THE HOLDERS OF FOUNDERS’ SHARES
TO
BE HELD ON JULY 23, 2007
To
our
Shareholders:
Notice
is hereby given that an Extraordinary General Meeting of the Shareholders
(the
“Extraordinary General Meeting”) of Taro Pharmaceutical Industries Ltd. (the
“Company” or “Taro”), a class meeting of the holders of the Company’s Ordinary
Shares (the “Ordinary Class Meeting”), and a class meeting of the holders of the
Company’s Founders’ Shares (the “Founders Class Meeting,” and, together with the
Extraordinary General Meeting and the Ordinary Class Meeting, the “Meetings”),
will be held on July 23, 2007, at 10:00 A.M., Israel time, July 23, 2007,
at
11:00 A.M., Israel time or immediately after the conclusion of the Extraordinary
General Meeting, whichever is later, and July 23, 2007, at 12:00 (noon),
Israel
time or immediately after the conclusion of the Ordinary Class Meeting,
whichever is later, respectively, at the offices of Yigal Arnon & Co., 1
Azrieli Center, 47th Floor, Tel Aviv, Israel. At the Meetings, you will be
asked
to approve and adopt the Agreement of Merger, dated May 18, 2007 (the “Merger
Agreement”), by and among the Company, Alkaloida Chemical Company Exclusive
Group Ltd., a Hungarian corporation (“Parent”) and a subsidiary of Sun
Pharmaceutical Industries Ltd. (“Sun”), and Aditya Acquisition Company Ltd., an
Israeli company (“Merger Sub”) established for the purposes of the merger and
wholly-owned subsidiary of Parent (the “Merger Agreement”), as well as the
transactions contemplated by the Merger Agreement. If the Merger Agreement
and
the transactions contemplated by the Merger Agreement are approved by Taro’s
shareholders, Taro will become a wholly-owned subsidiary of Parent, and the
holders of each outstanding Ordinary Share of Taro will receive $7.75 per
share
in cash, without interest and less any applicable withholding tax. No
consideration shall be payable to the holders of the Company’s Founders’ Shares
in exchange for their Founders’ Shares or their interest in Taro Pharmaceuticals
U.S.A., Inc., a subsidiary of the Company.
Only
shareholders of record as of the close of business in Israel on June 13,
2007,
are entitled to notice of and to vote at the Meetings or any adjournment
or
postponement thereof. Holders of the Company’s shares are not entitled to
appraisal rights under Israeli law.
Your
vote
is very important. The Merger Agreement and the transactions contemplated
by the
Merger Agreement must be approved by: (i) 75% of the voting power of the
Company
present and voting at the Extraordinary General Meeting in person or by proxy;
(ii) 75% of the Ordinary Shares present and voting at the Ordinary Class
Meeting
in person or by proxy; and (iii) 75% of the Founders’ Shares present and voting
at the Founder Class Meeting in person or by proxy. Although
we believe that the transactions contemplated by the Merger Agreement do
not
constitute an extraordinary transaction in which our controlling shareholder
has
a "personal interest" as a matter of Israeli law, we have nevertheless decided,
out of an excess of caution, to impose the same standard applicable under
Israeli law for the approval of an extraordinary transaction in which our
controlling shareholder does have a “personal interest”. This means that in
addition to the 75% approvals mentioned above, we will require that either:
(x) the
majority at the Extraordinary General Meeting include at least one-third
of the
voting power of the disinterested shares present and voting at the Extraordinary
General Meeting in person or by proxy or
(y) the
total votes cast in opposition by disinterested shares not exceed 1% of the
voting power of the Company. If Parent, Merger Sub or any person or entity
holding 25% or more of either the voting rights or the right to appoint
directors of Parent or Merger Sub (any such person or entity is described
in
this paragraph as a “Parent Affiliate”) holds shares in Taro, then there is the
additional requirement for the approval, that a majority of the voting power
present and voting at the Extraordinary General Meeting in person or by proxy
(excluding abstentions, Parent, Merger Sub, Parent Affiliates, or anyone
acting
on their behalf, including their family members or entities under their control)
shall not have voted against the merger.
All
shareholders are cordially invited to attend the Meetings in person. Even
if you
plan to attend in person, we request that you complete, sign, date and return
the proxy that will be sent to you, no later than by 10:00 a.m. Israel time
on
July 21, 2007, and thus ensure that your shares will be represented at the
Meetings if you are unable to attend. If you sign, date and return your proxy
card without indicating how you wish to vote, your proxy will be voted
“FOR”
the
proposal to approve the Merger Agreement and the transactions contemplated
by
the Merger Agreement. If you fail to return your proxy card, your shares
will
not be counted for the purposes of determining whether a quorum is present
at
the Extraordinary General Meeting.
Whether
or
not you plan to attend the Meetings, please take the time to vote your shares
by
completing, signing and promptly mailing the proxy card to us in the
postage-paid envelope to be sent to you. If you do attend the Meetings, you
may
vote in person, whether or not you have already signed and returned your
proxy
card. You may revoke your proxy at any time before it is voted. Please review
the proxy statement which will be sent to you together with this notice for
more
complete information regarding the Meetings and the matters proposed for
your
consideration at the Meetings.
Our
Board of Directors unanimously recommends that you vote “FOR” the approval and
adoption of the Merger Agreement and the transactions contemplated by the
Merger
Agreement.
|
By
order of the Board of Directors,
Barrie
Levitt, M.D.
Chairman
of the Board of Directors
|
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:
June
8, 2007
| TARO PHARMACEUTICAL INDUSTRIES LTD. | ||
| |
|
|
| By: | /s/ Tal Levitt | |
|
Name: Tal Levitt |
||
| Title: Director and Secretary | ||