UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 8
to
SCHEDULE
14D-9
Solicitation/Recommendation
Statement Under Section 14(d)(4)
of
the Securities Exchange Act of 1934
TARO
PHARMACEUTICAL INDUSTRIES LTD.
(Name of
Subject Company)
TARO
PHARMACEUTICAL INDUSTRIES LTD.
(Name of
Person(s) Filing Statement)
Ordinary
Shares, NIS 0.0001 nominal (par) value per share
(Title of
Class of Securities)
M8737E108
(CUSIP
Number of Class of Securities)
Taro
Pharmaceutical Industries Ltd.
Ron
Kolker
Senior
Vice President, Chief Financial Officer
Italy
House, Euro Park
Yakum
60972, Israel
+972-9-971-1800
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of
the Person(s) Filing Statement)
With
copies to:
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Jeffrey
W. Tindell
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David
H. Schapiro
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Skadden,
Arps, Slate, Meagher & Flom LLP
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Yigal
Arnon & Co.
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Four
Times Square
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1
Azrieli Center
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New
York, New York 10036
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Tel-Aviv
67021
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(212)
735-3000
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Israel
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+972-3-607-7856
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¨ Check the box if the
filing relates solely to preliminary communications made before the commencement
of a tender offer
This Amendment No. 8 to the Schedule
14D-9 (this "Amendment"), filed with the U.S. Securities and Exchange Commission
(the "SEC") on January 5, 2009, amends and supplements the Schedule 14D-9 filed
with the SEC on July 10, 2008 by Taro Pharmaceutical Industries Ltd., a company
incorporated under the laws of the State of Israel ("Taro" or the "Company"), as
previously amended by Amendment Nos. 1, 2, 3, 4, 5, 6 and 7 thereto filed with
the SEC on July 23, 2008, July 28, 2008, August 28, 2008, August 29, 2008,
September 2, 2008, September 10, 2008 and November 12, 2008,
respectively. The Schedule 14D-9 relates to the tender offer by
Alkaloida Chemical Company Exclusive Group Ltd., a company organized under the
laws of the Republic of Hungary (the "Offeror") and a subsidiary of Sun
Pharmaceutical Industries Ltd., a company organized under the laws of the
Republic of India ("Sun India" and, together with the Offeror and their
respective affiliates, collectively, "Sun"), to purchase all of the Company's
ordinary shares, NIS 0.0001 nominal (par) value per share, for $7.75 per share,
net to the seller (subject to withholding taxes, as applicable) in cash, without
interest, upon the terms and subject to the conditions described in the Tender
Offer Statement on Schedule TO filed by Sun with the SEC on June 30, 2008, as
amended.
The information in the Schedule 14D-9
is incorporated in this amendment by reference to all of the applicable items in
the Schedule 14D-9, except that such information is hereby amended and
supplemented to the extent specifically provided herein.
Item 4. The Solicitation or
Recommendation; Item 8. Additional Information.
Item 4 and Item 8 of the Schedule 14D-9
are hereby amended and supplemented by adding thereto the following
information:
"On December 8, 2008, the Supreme Court
of the State of Israel heard oral argument on Taro's (and other Appellants)
Appeal. The Supreme Court did not issue an opinion and requested the
parties to pursue a negotiated settlement and to report back to the Supreme
Court on the status of that negotiation after a 30 day period. Taro
promptly engaged in good faith negotiation in accordance with the Supreme
Court's directive.
On January 4, 2009, Taro mailed a
letter to Mr. Dilip Shanghvi, Managing Director and Chairman of Sun, to continue
good faith negotiation."
A copy of the letter is filed as an
exhibit hereto and is incorporated herein by reference.
Item
9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby
amended and supplemented by adding the following exhibit:
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Exhibit No.
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Description
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(a)(9)
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Letter
to Mr. Dilip Shanghvi, mailed January 4,
2009
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SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 8 to Schedule 14D-9 is true,
complete and correct.
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INDUSTRIES
LTD.
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By:
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/s/ Ron Kolker
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Name:
Ron Kolker
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Title:
Senior Vice President, Chief Financial
Officer
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Date: January
5, 2009
INDEX
TO EXHIBITS
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Exhibit No.
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Description
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(a)(9)
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Letter
to Mr. Dilip Shanghvi, mailed January 4,
2009
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