NEW YORK, Nov. 21, 2013 /PRNewswire/ -- BlueMountain Capital Management, LLC ("BlueMountain") informed its fellow minority shareholders today that BlueMountain, several of its funds, and IsZo Capital LP ("IsZo Capital") filed a claim against Taro Pharmaceutical Industries Ltd. (NYSE: TARO) on November 19, 2013 in the Israeli District Court for the Central District to vacate most of the resolutions which were voted upon at the general meeting of TARO's shareholders held on September 12, 2013 (the "General Meeting"). BlueMountain and IsZo Capital are the two largest minority shareholders of TARO.
The claim was filed in light of alleged breaches of Israeli law by TARO in connection with the General Meeting. Specifically, BlueMountain and IsZo Capital have asked the court to revoke the following resolutions passed at the General Meeting: (i) the resolution reelecting the external directors of TARO (Issue 7 on the agenda of the General Meeting); (ii) the resolutions approving compensation of officers of TARO (Issues 3, 4, 5 on the agenda of the General Meeting); and (iii) the resolution approving TARO's compensation policy (Issue 1 on the agenda of the General Meeting).
As set forth in greater detail in the legal claim, the voting process and TARO's conduct prior to, during, and after the General Meeting were materially flawed. Among other issues, voting was conducted using defective voting cards and instruction forms, in which the shareholders participating in the vote were not required to disclose the existence (or non-existence) of a personal interest in the adoption of the resolutions, as required by Israeli Law. BlueMountain alerted TARO of these fundamental flaws prior to and during the General Meeting.
BlueMountain and IsZo Capital have also asked the court to order TARO to provide BlueMountain and IsZo Capital with copies of all voting cards, voting instruction forms and details of the online votes, which were used in the General Meeting, as well as the minutes of the General Meeting.
BlueMountain believes that the filing of this claim is material to the shareholders of TARO and therefore expected that TARO would have made a public disclosure informing all shareholders of its existence. Since TARO failed to do so, BlueMountain has elected to announce this decision publicly.
SOURCE BlueMountain Capital Management