A securities class action has been filed in the USDC — S.D.N.Y. against Taro Pharmaceutical Industries Ltd. (TARO) (“Taro” or the “Company”), on behalf of all holders of Taro common stock in connection with the Merger Agreement with Sun Pharma.

On January 17, 2024, the Board caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with the Sun Pharmaceutical Industries Ltd. (“Sun Pharma”), pursuant to which, Taro shareholders received $43.00 in cash for each ordinary share they owned (the “Merger Consideration”). On, April 15, 2024, the Board authorized the filing of a materially incomplete and misleading definitive proxy statement (the “Proxy”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act and setting a vote on May 22, 2024.

The Complaint alleges that Defendants touted the fairness of the Merger Consideration to the Company’s stockholders in the Proxy, and failed to disclose material information that is necessary for stockholders to properly assess the fairness of the Transaction, thereby rendering certain statements in the Proxy incomplete and misleading. Specifically, the Proxy contains materially incomplete and misleading information concerning BofA Securities, Inc.’s (“BofA Securities”) methodology and key assumptions in describing the valuation analyses that BofA Securities performed.

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