We have no intention of interfering with Taro's business. Indeed, this would be contrary to our own interests. We do, however, seek full disclosure of the facts relating to the proposed sale of Taro Ireland, as well as management's justifications for what would appear to a rational onlooker to be a disposition of a valuable asset at an inopportune time, and on terms highly unfavorable to Taro.
We once again present our key concerns:
1. Mishandling of Asset. Our primary objection lies in what we believe to be the Taro Board's mishandling of Taro Ireland. Your simplistic statements that (i) Taro Ireland has been costing $800,000 per month to maintain, and (ii) its sale will enhance Taro's cash flows, are yet another example of an ill-considered approach by the same management that led Taro to the brink of insolvency in 2006-7, requiring Sun to invest nearly $60 million to rescue the company. Selling the asset now may increase Taro's short-term cash flow and improve the company's performance this year. However, such sale would mean failing to realize a potentially substantial return on the investment of almost $50 million which Taro has made in Taro Ireland over the years.
Taro's Election Not to Sell Taro Ireland; Engineering of Accounts.
Pursuant to our Merger Agreement of May 18, 2007, Taro agreed, as is
customary in such transactions, to conduct its business in the ordinary
course until the closing of the transaction. A sale of Taro Ireland, which
is a significant asset, cannot by any stretch of the imagination be
considered an action in the ordinary course, and as such, Taro was required
to obtain Sun's consent to the proposed sale in 2007. While you make much
of the fact that the Merger Agreement required Taro to obtai
|SOURCE Sun Pharmaceutical Industries Ltd.|
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