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Caraco Pharmaceutical Laboratories, Ltd. (CPD) Announces Stockholder Approval of Merger Agreement with Sun Pharmaceutical Industries Ltd and Consummation of the Merger


6/14/2011 11:36:50 AM

DETROIT, June 14, 2011 /PRNewswire/ -- 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.


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