Sun Pharma to acquire remaining shares of Taro in US$1.07 billion deal

Company

Sun Pharmaceutical Industries Limited

Law Firm / Organization
Herzog Fox & Neeman (Herzog Law)
Law Firm / Organization
Davis Polk & Wardwell LLP

Company

Taro Pharmaceutical Industries Ltd.

Law Firm / Organization
Meitar
Law Firm / Organization
Shearman & Sterling LLP
Law Firm / Organization
Goldfarb, Gross, Seligman & Co.

On January 17, 2024, Sun Pharmaceutical Industries Limited and Taro Pharmaceutical Industries Ltd. entered into a definitive merger agreement. Sun Pharma, already Taro's controlling shareholder, agreed to acquire all remaining ordinary shares of Taro for USD 43.00 per share in cash, valuing the transaction at approximately USD 1.07 billion (CAD 1.44 billion). This represents a 48% premium over Taro's share price on May 25, 2023, and a 13% increase over Sun Pharma's initial offer.

Both companies have a presence in Canada. Sun Pharma operates through its Canadian subsidiary, Sun Pharma Canada Inc., offering generic and specialty medicines. Taro also operates in Canada through Taro Pharmaceuticals Inc., providing dermatology and other prescription products.

The merger, recommended by Taro's Special Committee, was subject to shareholder approval, requiring at least 75% of voting power. Upon completion, Taro became a privately held company, and its shares were delisted from the NYSE.

BofA Securities, Inc. served as financial advisor to the Special Committee. Legal advisors included Goldfarb Gross Seligman & Co. (Israeli counsel) and Skadden, Arps, Slate, Meagher & Flom LLP (U.S. counsel) for the Special Committee, while Sun Pharma was advised by Herzog, Fox & Neeman (Israeli counsel) and Davis Polk & Wardwell LLP (U.S. counsel). Taro retained Meitar as Israeli legal counsel and Shearman & Sterling LLP as U.S. legal counsel.

Merger & Acquisition
Healthcare
$ 1,440,000,000
Closed
24 June 2024