To date, Taro has neither been able to reconcile the valuation used in the proposed sale nor provide evidence that this is the best offer available.
3. No Transparent Sale Process. We find it telling that, in conjunction with the unfavorable terms of the proposed sale, Taro has failed to demonstrate a thorough and transparent sale process, including:
(i) No disclosure as to process. Taro has not explained what steps it has taken to ensure the best possible offer for Taro Ireland. To our knowledge, there was no public solicitation of bids. How has Taro publicized the sale? How many offers have been received? Has Taro retained financial or other advisors to assist in presenting Taro Ireland in the best possible light, and to evaluate any offers received?
In fact, on June 15, after we highlighted the failings of the proposed sale, you hastily invited Sun to submit a bid by June 23. While we see no reason to bid on an asset in which we hold a significant stake, this invitation -- seemingly an afterthought -- only exacerbates our concern that there is indeed no systematic process in place to ensure the best possible terms of sale.
(ii) Identity of proposed buyer. In addition to the undervaluation and risky form of consideration being proposed, we understand that one of the potential buyers has a close relationship with Taro's senior management. As communicated to you in the past, we have serious doubts as to the arm's length nature of the proposed transaction. Given the concerns we raised previously, this close relationship should, if anything, have prompted Taro to implement an unimpeachable sale process -- which Taro has resoundingly failed to demonstrate.
We are sure that we speak for all shareholders unaffiliated with the
management in our quest to obtain full disclosure as to the process by
|SOURCE Sun Pharmaceutical Industries Ltd.|
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