DETROIT, June 14, 2011 /PRNewswire via COMTEX/ --Caraco Pharmaceutical Laboratories
Ltd. (NYSE Amex: CPD)(Caraco) announced that at a special meeting of stockholders
held on June 14, 2011, Caraco's stockholders voted to approve and adopt the previously announced merger agreement by and among Sun Pharmaceutical
Industries Limited ("Sun Pharma"), Sun Pharma Global, Inc. ("Sun
Global"), Sun Laboratories, Inc. ("Sun Laboratories") and Caraco dated as of
February 21, 2011. Immediately following the special
meeting, on June 14, 2011, pursuant to the terms of
the merger agreement Sun Laboratories was merged with and into Caraco with Caraco
as the surviving corporation and each share of common stock of Caraco issued and
outstanding immediately prior to the merger (other than shares held by Sun Pharma
and Sun Global, and shares held by dissenting stockholders) was converted into the
right to receive merger consideration
of $5.25 in
cash, without interest and subject to any applicable withholding taxes. Caraco's
common stock will be delisted from the NYSE Amex as of the close of trading on June 14, 2011 and deregistered under the Securities
Exchange Act of 1934, as amended.
Caraco's stockholders of record will receive a letter of transmittal and instructions
on how to surrender their shares of Caraco common stock in exchange for the merger
consideration. Stockholders of record should wait to receive a letter of transmittal
before surrendering their shares.
Detroit-based Caraco develops, markets and distributes
generic pharmaceuticals to the nation's largest wholesalers, distributors, drug
store
chains and managed care providers.
Safe Harbor: This news release contains forward-looking statements made pursuant
to the safe-harbor provisions of the Private Securities Litigation Reform Act of
1995. Without limitation, the words "believe" or "expect"
and similar expressions are intended to identify forward-looking statements. Such statements are based on
management's current expectations and are subject to risks and uncertainties that
could cause actual results to differ materially from those described in the forward-looking
statements. These risks and uncertainties are contained in the Corporation's filings
with the Securities and Exchange Commission, including Part I, Item 1A of our most
recent Form 10-K, and include but are not limited to: (i) that
the information is of a preliminary nature and may be subject to further adjustment;
(ii) not obtaining FDA approval for new products or delays in receiving FDA approvals;
(iii) governmental restrictions on the sale of certain products; (iv) dependence
on key personnel; (v) development by competitors of new or superior products or
cheaper products or new technology for the production of products or the entry into
the market of new competitors; (vi) market and customer acceptance and demand for
new pharmaceutical products; (vii) availability of raw materials in a timely manner,
at competitive prices, and in required quantities; (viii) timing and success of
product development and launch; (ix) integrity and reliability of the Company's
data; (x) lack of success in attaining full compliance with regard to regulatory
and cGMP compliance; (xi)
dependence on limited customer base; (xii)
occasional credits to certain customers
reflecting price reductions on products previously sold to them and still available
as shelf-stock; (xiii) possibility of an incorrect estimate of charge-backs and the
impact of such an incorrect estimate on net sales, gross profit and net income;
(xiv) dependence on few products generating majority of sales;
(xv) product liability
claims for which the Company may be inadequately insured; (xvi) subjectivity in
judgment of management in applying certain significant accounting policies derived
based on historical experience, terms of contracts, our observations of trends of
industry, information received from our customers and other sources, to estimate
revenues, accounts receivable allowances including chargebacks, rebates, income
taxes, values of assets and inventories; (xvii) litigation involving claims of
patent infringement; (xviii) material litigation from product recalls; (xix) the purported class action lawsuits alleging federal securities laws violations; (xx) delays in returning the Company's products to market, including
loss of market share; (xxi) excessive dependency for revenues on the Marketing Agreement and Distribution and
Sale Agreement, both signed with Sun Pharma; (xxii)
excessive dependency on Sun Pharma and other third parties for manufacture of Caraco
owned products; and (xxiii) other risks identified in this report and identified from time to time in our periodic
reports and registration statements filed with the Securities and Exchange Commission.
These forward-looking statements represent our judgment as of the date of this report.
We disclaim, however, any intent or obligation to update our forward-looking statements.
SOURCE Caraco Pharmaceutical Laboratories, Ltd.