DETROIT, Dec. 23, 2010 /PRNewswire-FirstCall/ -- As previously disclosed, Sun Pharmaceutical Industries Limited and Sun Pharma Global, Inc. (collectively, "Sun Pharma"), which own 75.8% of Caraco Pharmaceutical Laboratories, Ltd. (NYSE Amex: CPD) common stock, have proposed (the "Proposal") a "going private" transaction by which Sun Pharma would acquire all of the outstanding shares of Caraco common stock not held by Sun Pharma for a per share consideration of $4.75 cash. At a special meeting of the Caraco Board of Directors on December 7, 2010, the Independent Committee of the Board was authorized to retain an independent financial advisor, independent legal counsel, and such other professionals it deems reasonable and advisable to assist it in carrying out its responsibilities in evaluating and responding to the Proposal. As such, the Independent Committee of the Board has retained William Blair & Company as its independent financial advisor and Carrington Coleman as its independent legal counsel.
William Blair & Company, L.L.C. is a global investment firm offering investment banking, asset management, equity research, institutional and private brokerage, and private capital to individual, institutional, and issuing clients. William Blair & Company's global investment banking group provides public and private corporations with comprehensive capital formation and advisory services, including underwriting for public equity and equity-linked offerings, corporate debt advisory and placement services, mergers and acquisitions advice, special situations and restructuring advice, and private placement services. The firm has offices in Boston, Chicago, London, New York, San Francisco, and Shanghai.
Carrington Coleman is a Dallas law firm serving corporations and individuals who need the highest level of legal expertise. Carrington Coleman serves clients in all areas of the law with expertise in corporate governance.
Additionally, Caraco announced that it has received notice of several purported class action lawsuits with respect to the Proposal. The suits, purporting to be on behalf of a class of plaintiff shareholders, allege breaches of fiduciary duties in relation to the Proposal, and ask the court to enjoin the Proposal by Sun.
The Company also received a shareholder letter that purports to be on behalf of a Caraco shareholder, demanding that the Caraco Board take actions to remedy alleged breaches of fiduciary duty in connection with the Proposal and Sun's alleged attempt to take Caraco private at an unfair price and with an unfair process.
Detroit-based Caraco Pharmaceutical Laboratories, Ltd., develops, manufactures, markets and distributes generic pharmaceuticals to the nation's largest wholesalers, distributors, drugstore chains and managed care providers.
Safe Harbor: This news release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Without limitation, the words "believe" or "expect" and similar expressions are intended to identify forward-looking statements. Such statements are based on management's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are contained in the Corporation's filings with the Securities and Exchange Commission, including Part I, Item 1A of our most recent Form 10-K, and include but are not limited to: (i) that the information is of a preliminary nature and may be subject to further adjustment; (ii) not obtaining FDA approval for new products or delays in receiving FDA approvals; (iii) governmental restrictions on the sale of certain products; (iv) dependence on key personnel; (v) development by competitors of new or superior products or cheaper products or new technology for the production of products or the entry into the market of new competitors; (vi) market and customer acceptance and demand for new pharmaceutical products; (vii) availability of raw materials in a timely manner, at competitive prices, and in required quantities; (viii) timing and success of product development and launch; (ix) integrity and reliability of the Company's data; (x) lack of success in attaining full compliance with regard to regulatory and cGMP compliance; (xi) dependence on limited customer base; (xii) occasional credits to certain customers reflecting price reductions on products previously sold to them and still available as shelf-stock; (xiii) possibility of an incorrect estimate of charge-backs and the impact of such an incorrect estimate on net sales, gross profit and net income; (xiv) dependence on few products generating majority of sales; (xv) product liability claims for which the Company may be inadequately insured; (xvi) subjectivity in judgment of management in applying certain significant accounting policies derived based on historical experience, terms of contracts, our observations of trends of industry, information received from our customers and other sources, to estimate revenues, accounts receivable allowances including chargebacks, rebates, income taxes, values of assets and inventories; (xvii) litigation involving claims of patent infringement; (xviii) material litigation from product recalls; (xix) the purported class action lawsuits alleging federal securities laws violations; (xx) delays in returning the Company's products to market, including loss of market share; (xxi) excessive dependency for revenues on the Marketing Agreement and Distribution and Sale Agreement, both signed with Sun Pharma; (xxii) excessive dependency on Sun Pharma and other third parties for manufacture of Caraco owned products; and (xxiii) other risks identified in this report and identified from time to time in our periodic reports and registration statements filed with the Securities and Exchange Commission. These forward-looking statements represent our judgment as of the date of this report. We disclaim, however, any intent or obligation to update our forward-looking statements.
|SOURCE Caraco Pharmaceutical Laboratories, Ltd.|
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