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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 2, 1999
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SIBIA NEUROSCIENCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-28310 95-3616229
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
505 Coast Boulevard South, Suite 300, La Jolla, California 92037
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 452-5892
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On August 2, 1999, SIBIA Neurosciences, Inc., a Delaware corporation
("SIBIA"), and Merck & Co., Inc., a New Jersey corporation ("Merck"), issued a
joint press release announcing that SIBIA will be acquired by Merck. A copy of
the press release is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) 99.1 Press Release issued on August 2, 1999 by Merck & Co.,
Inc. and SIBIA Neurosciences, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SIBIA NEUROSCIENCES, INC.
By: /s/ THOMAS A. REED
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Thomas A. Reed
Vice President, Finance/Administration
and Chief Financial Officer
Date: August 4, 1999
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INDEX TO EXHIBITS
99.1. Press Release issued on August 2, 1999 by Merck & Co., Inc. and SIBIA
Neurosciences, Inc.
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EXHIBIT 99.1
MERCK ACQUIRES SIBIA NEUROSCIENCES, INC., A CALIFORNIA-BASED BIOTECHNOLOGY FIRM;
ACQUISITION AUGMENTS MERCK'S DRUG DISCOVERY PROGRAM
WHITEHOUSE STATION, N.J. and LA JOLLA, Calif., Aug. 2 /PRNewswire/ -- Merck &
Co., Inc., (NYSE: MRK), a research-driven pharmaceutical company, and SIBIA
Neurosciences, Inc., (Nasdaq: SIBI), a leading company in the biology and
chemistry of discovering drugs for central nervous system disorders, today
announced they have entered into a definitive agreement under which Merck will
acquire SIBIA for $8.50 per share in cash. Merck will commence a tender offer
for SIBIA shares by Aug. 6. The transaction will total approximately $87
million.
"Acquiring SIBIA will significantly enhance Merck's excellent basic research
capability in the field of central nervous system disorders," said Bennett M.
Shapiro, executive vice president of worldwide licensing and external research,
Merck Research Laboratories. "SIBIA researchers, who are among the best in the
biotechnology industry, have opened several avenues for potential scientific
discovery, and now we can further exploit them together."
William T. Comer, Ph.D., president, chief executive officer and director of
SIBIA, said: "By joining Merck, we will gain significant scientific,
technological and financial support to help exploit our broad drug discovery
platform and bring our basic research discoveries to the market. Merck has a
rich tradition of biomedical research, and we are proud to be joining it."
Richard N. Kender, Merck vice president of corporate development, said: "In the
search to discover and develop important medicines, Merck Research Laboratories
relies on its strong internal capability, and complements that with external
research collaborations. The acquisition of SIBIA strengthens our drug discovery
research capability."
"Merck already has a major CNS research facility in the United Kingdom and it
has been very successful," Dr. Shapiro said. "SIBIA augments our already
excellent CNS research and gives us a presence in the CNS research community in
the United States."
Upon closing of the agreement, SIBIA employees will become Merck employees.
Merck intends to keep SIBIA's existing facilities in La Jolla, Calif.
SIBIA stockholders owning approximately 33 percent of SIBIA's outstanding shares
have committed to support the transaction and have entered into voting and
option agreements, and SIBIA has granted Merck an option to purchase other SIBIA
shares under certain conditions. The acquisition is subject to clearance under
the Hart-Scott-Rodino Antitrust Improvements Act and the acquisition of a
majority of SIBIA shares by Merck, as well as other customary conditions. The
two companies expect to complete the acquisition in September 1999.
Founded in 1981, SIBIA is engaged in the discovery and development of novel
small molecule therapeutics for the treatment of neurodegenerative,
neuropsychiatric and neurological disorders. The company, which went public in
1996, is a leader in the development of proprietary drug discovery platforms and
technologies.
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Merck is a global, research-driven pharmaceutical company that discovers,
develops, manufactures and markets a broad range of human and animal health
products, directly and through its joint ventures, and provides pharmaceutical
benefit services through Merck-Medco Managed Care.
SIBIA was represented by the investment banking firm CIBC World Markets.
(For more information about the companies, visit http://www.sibia.com and
http://www.merck.com.)
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