We have set out the facts as they appear to us, and are confident that when other shareholders are provided with full disclosure, they will agree entirely with us as to the long-term potential of Taro Ireland and support our objections to the proposed sale. If you feel that we have gotten the wrong impression, we are sure that you will not hesitate to provide Taro's shareholders with full disclosure as to: (i) the total investment made in Taro Ireland to date, including capitalized losses; (ii) the present asset base of Taro Ireland; (iii) Taro Ireland's financials for the last five years (including sales, expenditure and profits); and (iv) Taro Ireland's products which have been, or are in the process of being, approved by the Irish and other authorities.
2. Unfavorable Terms of Proposed Sale. In addition to the questionable rationale for the proposed sale, we have serious misgivings about the patently unfavorable terms of such sale, which include:
(i) Significant undervaluation of the Irish operations. You previously sought our permission under the Merger Agreement to sell Taro Ireland for less than the value of the real estate on which the facilities stand. Such a price would be lower than Taro Ireland's existing asset value, even without taking into account the probable future growth described above; and
(ii) A form of consideration which puts the risk on Taro. We understand
that the proposed consideration includes earn-out payments based on future
profits, which are contingent on the third party buyer's performance, and
are not within Taro's control. Further, such amounts, if payable, will only
be received at some future time. Your acceptance of such contingent
payments contradicts your os
|SOURCE Sun Pharmaceutical Industries Ltd.|
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