UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 18
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.
Tal
Levitt
Secretary
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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Skadden,
Arps, Slate, Meagher & Flom LLP
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Four
Times Square
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New
York, New York 10036
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(212)
735-3000
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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. 18 to the Schedule 14D-9 (this "Amendment"), filed with the U.S.
Securities and Exchange Commission (the "SEC") on December 23, 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, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 thereto filed
with the SEC on July 23, 2008, July 28, 2008, August 28, 2008, August 29, 2008,
September 2, 2008, September 10, 2008, November 12, 2008, January 5, 2009,
January 6, 2009, January 6, 2009, March 31, 2009, September 29, 2009, December
8, 2009, December 10, 2009, December 15, 2009, December 18, 2009 and December
21, 2009, 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
and prior amendments is incorporated in this amendment by reference to all of
the applicable items in the Schedule 14D-9 and prior amendments, 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 23, 2009, the Company
mailed a letter to its shareholders regarding the Company’s Annual General
Meeting of Shareholders to be held on December 31, 2009.
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)(20)
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Letter
to Shareholders, mailed December 23,
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. 18 to Schedule 14D-9 is true,
complete and correct.
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TARO
PHARMACEUTICAL INDUSTRIES LTD.
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By:
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/s/
Tal Levitt
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Name:
Tal
Levitt |
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Title:
Secretary |
Date: December
23, 2009