Sun, Taro fail to reach out-of-court settlement

Sun Pharmaceutical Industries, which is attempting to take over Israel-based Taro Pharmaceuticals, has said that talks for settling merger-related disputes have failed. The out-of-court negotiations had begun on a directive by Israel's Supreme Court.

Sun Pharma managing director Dilip Shanghvi and Taro chairman Barrie Levitt, who were directly involved in the negotiations, would now have to wait for the Supreme Court decision. The promoters had reportedly met in Israel recently to work out a deal.

During the earlier discussions, Taro is known to have demanded $15 per share in cash for the a merger. Sun's tender offer was for $7.75 per share for acquiring all outstanding shares, including those held by the founders.

Sun Pharma rejected Taro's demand, stating that it had not disclosed audited results for the past three years as well as the restated accounts. Sun's offer was a maximum of $9.50 per share, with two options. Discussions failed and both parties asked the court to give a verdict. However, the court directed both parties to re-negotiate through a mediator.

These talks have also failed.

Sun Pharma is attempting to acquire the remaining 64 per cent stake of promoters and other shareholders in Taro through a tender offer, triggered based on an 'option' that was part of the failed merger agreement. The Israeli company backed out from a $454 million merger deal signed in May 2007, stating that its fortunes had turned around since the merger decision.

Following this, Sun Pharma sued Taro in the Supreme Court of New York for breach of agreement while Taro challenged the validity of the tender offer in Israel's courts.