UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2013

Commission File Number 001-35463
 
Taro Pharmaceutical Industries Ltd.
 
(Translation of registrant’s name into English)

14 Hakitor Street, Haifa Bay 26110, Israel
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F   x     Form 40-F   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  Yes   ¨     No   x

 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____.
 

 
 
 
 

 
 
 
 
      
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Date:  December 30, 2013
 
TARO PHARMACEUTICAL INDUSTRIES LTD.  
     
     
     
By:
/s/ Subramanian Kalyanasundaram  
Name: Subramanian Kalyanasundaram  
Title: Chief Executive Officer and Director  
     
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
Taro Pharmaceutical Industries Ltd.
c/o Taro Pharmaceuticals U.S.A., Inc.
Three Skyline Drive
Hawthorne, New York 10532
(NYSE: TARO)


FOR IMMEDIATE RELEASE

CONTACTS:
Michael Kalb 
GVP, CFO
(914) 345-9001
Michael.Kalb@taro.com
William J. Coote
VP, Treasurer
(914) 345-9001
William.Coote@taro.com
 
 
TARO ANNOUNCES
FINAL RESULTS OF ITS SELF-TENDER OFFER

Hawthorne, NY, December 30, 2013 – 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 $200 million in value of its ordinary shares, which expired at 12:00 midnight, New York City time, on Monday, December 23, 2013.  Based on the final count by American Stock Transfer & Trust Company, LLC, the Depositary for the tender offer, an aggregate of 1,959,514 ordinary shares were properly tendered and not properly withdrawn at or below the final purchase price of $97.50 per share.

In accordance with the terms and conditions of the tender offer, the Company has accepted for payment 1,959,514 ordinary shares, including all “odd lots” properly tendered, at the final purchase price of $97.50 per share, for an aggregate purchase price of approximately $191 million (excluding fees and expenses relating to the tender offer).  These shares represent approximately 4.4% of the Company’s issued and outstanding ordinary shares as of November 20, 2013.

The Depositary will promptly pay for the shares accepted for purchase and will promptly return any other shares tendered and not purchased.

The Dealer Manager for the tender offer was J.P. Morgan Securities LLC, and the Information Agent was MacKenzie Partners Inc.
 
 
 
 
 
 
 
About Taro

Taro Pharmaceutical Industries Ltd. is a multinational, science-based pharmaceutical company, dedicated to meeting the needs of its customers through the discovery, development, manufacturing and marketing of the highest quality healthcare products.  For further information on Taro Pharmaceutical Industries Ltd., please visit the Company’s website at www.taro.com.

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FORWARD-LOOKING STATEMENTS

Certain statements in this release are forward-looking statements.  These statements include, but are not limited to, statements that do not describe historical facts or that refer or relate to events or circumstances the Company “estimates,” “believes,” or “expects” to happen or similar language, and statements with respect to the Company’s financial performance, availability of financial information, and estimates of financial results and information for fiscal year 2014.  Although the Company believes the expectations reflected in such forward-looking statements to be based on reasonable assumptions, it can give no assurances that its expectations will be attained.  Factors that could cause actual results to differ include general domestic and international economic conditions, industry and market conditions, changes in the Company’s financial position, litigation brought by any party in any court in Israel, the United States, or any country in which Taro operates, regulatory and legislative actions in the countries in which Taro operates, and other risks detailed from time to time in the Company’s SEC reports, including its Annual Reports on Form 20-F.  Forward-looking statements are applicable only as of the date on which they are made.  The Company undertakes no obligations to update, change or revise any forward-looking statement, whether as a result of new information, additional or subsequent developments or otherwise.
 
 
 
 
 
 
 
 
 
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