New Delhi: Sun Pharma on Tuesday said proxy advisory firm Glass Lewis & Co has recommended that shareholders of Israeli drug firm Taro should vote against the board's proposals in the annual general meeting in month-end.
Sun Pharma is locked in a takeover battle with Taro after
their USD 454-million merger deal, signed in 2007, collapsed a
year later due to the unilateral termination of the agreement
by the Israeli firm.
Quoting a report by Glass Lewis, which is one of the
three prominent independent proxy advisory services in the US
offering consultancy services on voting, Sun Pharma said that
Taro board’s failure to file its annual reports for the last
three fiscals is a proof that the board is "unable to fulfill
its responsibilities to shareholders".
The Mumbai-based company said that Glass Lewis report was
released following the similar positions expressed in a report
by another proxy advisory firm Proxy Governance.
"Neither advisory firm supports the Taro board’s director
nominees or its indemnification proposals," Sun said.
Taro had called for an AGM on December 31 to re-elect its
existing board besides seeking approval of a new
indemnification proposal.
Sun said the advisory firm has warned that the Taro
board's current indemnification proposal would explicitly
cover the board's failure to provide audited financial
statements and other past actions.
"As reasons for its recommendations against the board’s
proposals for indemnification, Glass Lewis reiterated the
board’s lack of transparency and its inability to provide
shareholders with reliable audited financial information," the
company said.
Besides this Sun has also asked Taro shareholders to
follow the professional advice of Glass Lewis and Proxy
Governance and vote against the re-election of the incumbent
directors and against the board’s indemnification proposals.
Glass, Lewis & Co Llc is a leading independent governance
analysis and proxy voting firm, serving institutional
investors that collectively manage more than USD 17 trillion
in assets.
PTI
First Published: Tuesday, December 22, 2009, 16:07