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Sun Pharma Comments on Taro's Potential Sale of Its Irish Operations
Date:6/5/2008

d of Directors in pursuing the sale:

-- First, why is the value of Taro Ireland in the proposed sale agreement

less than the real estate value of the facilities? In our view, the

agreement in principle with this particular buyer significantly

undervalues the entire facility -- even if one were to take into

account only the existing asset base and ignore any future growth

potential. If one were to add the potential revenue and profit from

sales of products across Europe, the attractiveness of the entire Irish

facility and operations increases multifold.

-- Second, we understand that the proposed consideration for Taro Ireland

includes earn-out payments based on future profits of the operations

over a long period of time. While we anticipate strong future growth

potential, such earn-out payments are contingent on the performance of

the third party buyer and, if payable, are only received at some future

time by Taro. To date, Taro has neither been able to reconcile the

valuation nor provide evidence that this is the best offer available.

-- Third, Taro has provided no evidence of a transparent sale process.

Given the undervaluation mentioned above, and the fact that the

identified buyer is personally close to senior Taro officials, we have

doubts as to the arm's length nature of this transaction. This close

relationship between Taro's management and the proposed buyer is

especially troubling, given Taro's repeated refusal to consider Sun as

a potential buyer of the Irish facility on the grounds that we were a

"related party" and the difficulties that Taro's management claimed

were inherent in such a transaction with a related party.

Sun vigorously disputes the termination of the Merger Agreement by Taro and will not stand by idly if Taro pursues
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SOURCE Sun Pharmaceutical Industries Ltd.
Copyright©2008 PR Newswire.
All rights reserved

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