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Taro Pharmaceutical Industries Ltd. : Taro Rejects IsZo's FY Q2 Under Reporting Allegation as Untrue and Irresponsible

11/08/2012| 05:25pm US/Eastern
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Taro Pharmaceutical Industries Ltd. (NYSE: TARO) ("Taro" or the "Company") announced today that it delivered a letter to one of its shareholders IsZo Capital Management LP ("IsZo") in response to IsZo's letter to Taro's Special Committee of the Board of Directors dated November 5, 2012. The full text of the letter is set forth below:

Re: Taro Rejects IsZo's FY Q2 Under Reporting Allegation as Untrue and Irresponsible

Dear Mr. Sheehy,

We at Taro are very appreciative of our shareholders' communications. More recently, our ability to respond to certain inquiries has been limited in light of the pending merger between Taro and Sun Pharma and the related shareholder meeting scheduled December 6, 2012. Rather, our management team's primary focus continues to be on Taro's core business, the performance of which speaks for itself.

Without responding to your many unfounded allegations over the past few months, I feel compelled to publicly correct one of your most recent statements. In your November 5th letter and corresponding press release, you contend that Taro is "gaming its reserves." Your allegation is simply untrue and your comment is, at a minimum, irresponsible to your fellow Taro shareholders.

As a NYSE listed company, Taro takes its financial accounting and reporting obligations very seriously. Although our quarterly financial reporting is presented on an unaudited basis, the accounting methodologies used in estimating our reserves are "consistently applied" quarter to quarter, in conformity with U.S. GAAP. Over the last couple of years, at the request of our Board and Audit Committee, we have taken an extra step by having our independent auditors perform certain "agreed upon procedures" on our financial statements focusing on specific areas, including reserves, prior to issuing our quarterly releases, including that for the quarter ended September 30, 2012.

Given your broad industry knowledge, you undoubtedly appreciate that, while IMS data is useful to the industry for general U.S. market intelligence and a general understanding of long term, product trends, it is not reliable (or prepared) for consolidated financial reporting analysis as you propose.

Finally, I recognize your excitement for Taro as expressed in your letter. I believe that all Taro shareholders have benefited tremendously at what the new management team, under the leadership of Mr. Shanghvi and, subsequently, Mr. Sundaram, have accomplished since the change in control in September 2010.

Sincerely,

/s/ Jim Kedrowski

Jim Kedrowski
Interim Chief Executive Officer

************************

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.

Taro Pharmaceutical Industries Ltd.
William J. Coote, 914-345-9001
VP, Treasurer
William.Coote@taro.com


© Business Wire 2012
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Comments on this story
 
I is not to late for the board to reject a shameful offer
Mr. Kedrowski,
For a board that kept Taro listed on the pink sheet for longer than needed just to depress its share’s price so Sun can buy it on the cheap –
You and your board don’t get my trust or my respect!

For a board that dragged its feet for 10 months to reject the $24.5 offer, while every low level manager could tell you that in half an hour –
You and your board don’t get my trust or my respect!

For a board that accepts such an insulting offer of $39.5 while you know very well what Taro’s real value is - You and your board don’t get my trust or my respect!
For a board that made no attempt to present its case to any money manager in order to bring Taro’s shares to its right value (“God forbid, Taro share may go up to its real value and Shanghvi will be upset”) – You and your board don’t get my trust or my respect!
For conducting such an “amateurish negotiation” (if one can call it negotiation at all) with Shanghvi over the offer price – Just this morning we have learned that Sun is offering to buy DUSA at 28 times EBITDA yet you agreed to sell us the, Taro’s minority shareholders, for 5 times Taro’s EBITDA, this is less than a fifth of what Sun is willing to pay for BUSA - You and your board don’t get my trust or my respect!
For artificially bumping up the R&D budget by %60 in order to reduce the EBITDA and raise the expenses, another measure to “justify” the miserly offer of $39.5.And, (yet denying the minority from future benefits of this R&D) I don’t know what “your GAAP accounting” would call it, I call it GAMING - You and your board don’t get my trust or my respect!
For rigging the Proxy rules in favor of Sun -
You and your board don’t get my trust or my respect!,

For hiding behind such generalities as “agreed upon procedures”, while Mr. Brian Sheehy being specific, Mr. Sheehy gets my trust and respect, while -
You and your board don’t get my trust or my respect!

For a board that did not try to accepts alternative offers hiding behind “Sun is not willing to sell” ( which is the ultimate admission that Taro’s shares are priceless to Sun) -
You and your board don’t get my trust or my respect!

For breaching your legally binding fiduciary duty to the minority shareholders at Taro -
You and your board don’t get my trust or my respect!

Taro’s board behavior is shameful!



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