TARO PHARMACEUTICAL INDUSTRIES LTD

election_required = True...shares and I tender all of my shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you properly tender all of those shares at or below the Final Purchase Price before the Offer expires and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. May I tender only a portion of the shares that I hold? Yes. You do not have to tender all of the shares you own to participate in the Offer. However, if you wish to (x) receive t...

expiry = 2019-12-16...TRIES LTD. OF UP TO $225 MILLION IN VALUE OF ITS ORDINARY SHARES AT A PURCHASE PRICE NOT GREATER THAN $92.00 PER SHARE NOR LESS THAN $80.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 16, 2019, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”). Taro Pharmaceutical Industries Ltd., a company incorporated under the laws of the State of Israel (the “Company,” “Taro,” “we,” “our” or “u...

listed = True...ur reasonable discretion before the Expiration Time. Any determination by us concerning the events described in this section will be final and binding upon all persons. 24 Table of Contents 8. Price Range of Shares; Dividends Price Range of Shares. The shares are traded on the NYSE under the symbol “TARO.” The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by the NYSE based on published financial sources. High Low Year Ended December 31, 2017: First Quarter 124.52 98.65 Second Quarter 120.60 102.52 Third Quarter 117.18 94.00 Fourth Quarter 128.46 1...

mechanism = DUTCH...mpany incorporated under the laws of the State of Israel, is offering to purchase the shares. See Section 1. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch auction.” This procedure allows you to either elect to accept the price determined in the Offer or specify a price (in increments of $0.50) not greater than $92.00 per share nor less than $80.00 per share at which you are willing to sell your shares. We will designate a single per share price that we will pay for shares properly tendered and not...

mechanism = DUTCH.... Coote VP, Treasurer (914) 345-9001 William.Coote@taro.com TARO ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER Hawthorne, NY, December 19, 2019 – Taro Pharmaceutical Industries Ltd. (NYSE: TARO) (“Taro” or the “Company”) today announced the final results of its modified “Dutch auction” tender offer to repurchase up to $225 million in value of its ordinary shares, nominal (par) value NIS 0.0001 per share, which expired at 5:00 p.m., New York City time, on Monday, December 16, 2019. Based on the final count by American Stock Transfer & Trust Company, LLC, the Depositary for the tender offer, an aggregate of 280,719 ordi...

must_tender_all = True...t to purchase, subject to applicable law) have been properly tendered at or below the Final Purchase Price and not properly withdrawn at or prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Time; • second, from all other shareholders who properly tender shares at or below the Final Purchase Price, on a pro rata basis (except for shareholders who tendered shares conditionally for which the condition was not satisfied); and 4 Table of...

no_priority = True...eral backup withholding tax of 24% of the gross proceeds paid to the shareholder or other payee pursuant to the Offer. See Sections 3 and 14 and the Letter of Transmittal for additional information. 6. Conditional Tender of Shares Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Offer, shares tendered at or prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 14, the number of shares to be purchased from a particular shareholder may affect the U.S. federal income tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. The conditional tender alternative is made available for shareholders seeking to take steps to...

price = USD 92.0...hares accepted for payment will be paid promptly after the Expiration Time, to the seller in cash, less any applicable withholding taxes and without interest. At the maximum Final Purchase Price of $92.00 per share, we would purchase 2,445,652 shares if the Offer is fully subscribed, which would represent approximately 6.3% of the issued and outstanding shares as of November 14, 2019. At the minimum Final Purchase Price of $80.00...

price = USD 91.0...Transfer & Trust Company, LLC, the Depositary for the tender offer, an aggregate of 280,719 ordinary shares were properly tendered and not properly withdrawn at or below the final purchase price of $91.00 per share. In accordance with the terms and conditions of the tender offer, the Company has accepted for payment 280,719 ordinary shares, including all “odd lots” properly tendered, at the final purchase price of $91.00 per share...

priority_conflicting = True...n excess of $225 million (or such greater amount as we may elect to purchase, subject to applicable law) have been properly tendered at or below the Final Purchase Price and not properly withdrawn at or prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Time; • second, from all other shareholders who properly tender shares at or below the Final Purchase Price, on a pro rata basis (except for shareholders who tendered shares conditionally for which t...

threshold = 100...and outstanding shares as of November 14, 2019. See Sections 1 and 5. If more than $225 million in value of the Company’s shares are properly tendered at the Final Purchase Price, we will purchase all shares properly tendered on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which we will purchase on a priority basis, and conditional tenders whose condition was not met, which we will not purchase (except as described in Section 6). In accordance with the rules of the SEC, we also expressly reserve the right to accept additional shares in the Offer, not to exceed 2% of our outstanding shares (approximately...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d827209dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY TARO PHARMACEUTICAL INDUSTRIES LTD. OF UP TO $225 MILLION IN VALUE OF ITS ORDINARY SHARES AT A PURCHASE PRICE NOT GREATER THAN $92.00 PER SHARE NOR LESS THAN $80.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, DECEMBER 16, 2019, UNLESS THE OFFER IS EXTEND...

txn_type = TENDER_OFFER...maceutical Industries Ltd. c/o Taro Pharmaceuticals U.S.A., Inc. Three Skyline Drive Hawthorne, New York 10532 (NYSE: TARO) FOR IMMEDIATE RELEASE CONTACT: William J. Coote VP, Treasurer (914) 345-9001 William.Coote@taro.com TARO ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER Hawthorne, NY, December 19, 2019 – Taro Pharmaceutical Industries Ltd. (NYSE: TARO) (“Taro” or the “Company”) today announced the final results of its modified “Dutch auction” tender offer to repurchase up to $225 million in value of its ordinary shares, nominal (par) value NIS 0.0001 per share, which expired at 5:00 p.m., New York City...