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Raging Capital Sends Letter to Taro Pharmaceutical Board of Directors in Opposition to Inadequate Acquisition Offer by Sun Pharmaceutical
Date:11/3/2011

o which Sun Pharma acquired one-third of the voting power of Taro's capital stock.  By the end of September 2010, Sun Pharma had acquired control of the Taro Board and majority control of the Company's voting power.  We fear that Sun Pharma is now trying to use its leverage to squeeze out the minority shareholders at a price that deprives them of the full value of their investment.

To ensure fair price in a transaction that maximizes value for minority shareholders, the Board must engage independent financial and legal advisors to help the Company either negotiate a fair price with Sun Pharma for the sale of Taro's minority publicly traded shares or conduct a robust and unbiased auction allowing the Company to identify a buyer willing to pay a fair price for Taro's public shares.  Minority shareholders have rights accorded to them that must be protected and Sun Pharma should not be allowed to unilaterally impose the Acquisition Proposal on the minority shareholders of Taro without the advice of independent advisors and the approval of a disinterested body of directors.

For all these reasons, we believe the Acquisition Proposal woefully shortchanges Taro shareholders.  Unless and until the Board commits itself to a course of action that is consistent with its fiduciary duties, we remain vehemently opposed to the Acquisition Proposal and will vigorously campaign against it.  We are currently evaluating all legal options and reserve our rights to take any action necessary to ensure that the Company is run in a manner that is consistent with the best interests of the non-Sun Pharma shareholders.  Rest assured we will do all that we can to ensure that shareholders receive the maximum value for their investment in the Company.

Sincerely,

William C. Martin
Chairman and Chief Investment Officer

Investor Contact:
William C. Martin
Raging Capital Management, LLC
(917) 549-8868

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SOURCE Raging Capital Management, LLC
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