Taro Pharmaceutical Industries Ltd. (NYSE: TARO) (“Taro” or the
“Company”) announced today that it has commenced a modified “Dutch
auction” tender offer to repurchase up to $225 million in value of
its ordinary shares at a price not greater than $92.00 per share
nor less than $80.00 per share, to the seller in cash, less any
applicable withholding taxes and without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase
and Letter of Transmittal that are being distributed to
shareholders (the “Offer”). If the Offer is fully subscribed, the
number of shares to be purchased in the Offer represents
approximately 6.3% to 7.3% of Taro’s currently issued and
outstanding shares depending on the purchase price payable for
those shares pursuant to the Offer. The NYSE closing price of the
shares on November 14, 2019, the last full trading day before
today’s announcement and commencement of this Offer, was $76.22 per
share.
The Offer will expire at 5:00 p.m., New York City time, on
Monday, December 16, 2019, unless extended by Taro. Tenders of
shares must be made prior to the expiration of the Offer and may be
withdrawn at any time prior to the expiration of the Offer. The
Offer will not be conditioned upon any minimum number of shares
being tendered; however, the Offer is subject to a number of terms
and conditions described in the Offer to Purchase.
Tendering shareholders may specify a price not greater than
$92.00 per share nor less than $80.00 per share (in increments of
$0.50) at which they are willing to sell their shares pursuant to
the Offer. On the terms and subject to the conditions of the Offer,
the Company will designate a single per share price that the
Company will pay for shares properly tendered and not properly
withdrawn from the Offer, taking into account the total number of
shares tendered and the prices specified by tendering shareholders.
The Company will select the lowest purchase price, not greater than
$92.00 per share nor less than $80.00 per share, that will allow it
to purchase shares having an aggregate purchase price of $225
million, or a lower amount depending on the number of shares
properly tendered and not properly withdrawn (such purchase price,
the “Final Purchase Price”). Only shares validly tendered at prices
at or below the Final Purchase Price, and not properly withdrawn,
will be eligible for purchase in the Offer. All shares acquired in
the Offer will be acquired at the Final Purchase Price, including
those shares tendered at a price lower than the Final Purchase
Price. However, due to the “odd lot” priority, proration and
conditional tender offer provisions described in the Offer to
Purchase, all of the shares tendered may not be purchased if the
number of shares properly tendered at or below the Final Purchase
Price and not properly withdrawn have an aggregate value in excess
of $225 million (based on the Final Purchase Price).
The Company will purchase only those shares properly tendered
and not properly withdrawn upon the terms and conditions of the
Offer. All shares accepted for payment will be paid promptly after
the expiration of the Offer period, to the seller in cash, less any
applicable withholding taxes and without interest. At the maximum
Final Purchase Price of $92.00 per share, the Company would
purchase 2,445,652 shares if the Offer is fully subscribed, which
would represent approximately 6.3% of the issued and outstanding
shares as of November 14, 2019. At the minimum Final Purchase Price
of $80.00 per share, the Company would purchase 2,812,500 shares if
the Offer is fully subscribed, which would represent approximately
7.3% of the issued and outstanding shares as of November 14,
2019.
Shares not purchased in the Offer will be returned at the
Company’s expense promptly following the expiration of the Offer.
The Company reserves the right, in its sole discretion, to change
the per share purchase price options and to increase or decrease
the aggregate value of shares sought in the Offer, subject to
applicable law. In accordance with the rules of the U.S. Securities
and Exchange Commission (“SEC”), the Company may purchase in the
Offer up to an additional 2% of its outstanding shares without
amending or extending the Offer.
As of October 31, 2019, Taro had approximately $1.5 billion in
cash and cash equivalents and short-term and long-term marketable
securities, a portion of which will be used to fund the Offer.
The Dealer Manager for the Offer is J.P. Morgan Securities LLC,
and the Information Agent is MacKenzie Partners Inc. The Depositary
is American Stock Transfer & Trust Company, LLC. The Offer to
Purchase, Letter of Transmittal and related documents are being
mailed to shareholders of record and also will be made available
for distribution to beneficial owners of shares. For questions and
information, please call the Dealer Manager or the Information
Agent toll free at 1-877-371-5947 or 1-800-322-2885,
respectively.
Taro’s Board of Directors has approved the Offer. However, none
of Taro, its Board of Directors, the Dealer Manager, the
Information Agent or the Depositary is making any recommendations
to shareholders as to whether to tender or refrain from tendering
their shares or as to the purchase price or the purchase prices at
which shares may be tendered into the Offer. Shareholders must make
their own decisions as to how many shares they will tender, if any.
In so doing, shareholders should read and evaluate carefully the
information in the Offer to Purchase and in the related Letter of
Transmittal.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO
SELL SHARES OF TARO PHARMACEUTICAL INDUSTRIES LTD. ORDINARY SHARES.
THE OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT TARO WILL SHORTLY
BE DISTRIBUTING TO ITS SHAREHOLDERS AND FILING WITH THE SEC.
SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO
PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO, THE OFFER. SHAREHOLDERS AND INVESTORS MAY OBTAIN A
FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER
TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT TARO
WILL SHORTLY BE FILING WITH THE SEC AT THE SEC’S WEBSITE AT
WWW.SEC.GOV OR BY CALLING MACKENZIE PARTNERS, INC., THE INFORMATION
AGENT FOR THE OFFER, TOLL-FREE AT 1-800-322-2885. SHAREHOLDERS ARE
URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY
DECISION WITH RESPECT TO THE OFFER.
About Taro
Taro Pharmaceutical Industries Ltd. is a multinational,
science-based pharmaceutical company, dedicated to meeting the
needs of its customers through the discovery, development,
manufacturing and marketing of the highest quality healthcare
products. For further information on Taro Pharmaceutical Industries
Ltd., please visit the Company’s website at www.taro.com
SAFE HARBOR STATEMENT
Certain statements in this release are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements include, but are not limited
to, statements that do not describe historical facts or that refer
or relate to events or circumstances the Company “estimates,”
“believes,” or “expects” to happen or similar language, and
statements with respect to the Company’s financial performance,
availability of financial information, and estimates of financial
results and information for fiscal year 2020. Although the Company
believes the expectations reflected in such forward-looking
statements to be based on reasonable assumptions, it can give no
assurances that its expectations will be attained. Factors that
could cause actual results to differ include general domestic and
international economic conditions, industry and market conditions,
changes in the Company's financial position, litigation brought by
any party in any court in Israel, the United States, or any country
in which Taro operates, regulatory and legislative actions in the
countries in which Taro operates, and other risks detailed from
time to time in the Company’s SEC reports, including its Annual
Reports on Form 20-F. Forward-looking statements are applicable
only as of the date on which they are made. The Company undertakes
no obligations to update, change or revise any forward-looking
statement, whether as a result of new information, additional or
subsequent developments or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191115005063/en/
Mariano A. Balaguer VP, CFO (914) 345-9001
Mariano.Balaguer@taro.com
William J. Coote VP, Treasurer (914) 345-9001
William.Coote@taro.com
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