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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): SEPTEMBER 2, 1999
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SIBIA NEUROSCIENCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
Delaware 0-28310 95-3616229
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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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 1. CHANGES IN CONTROL OF REGISTRANT.
On September 2, 1999, MC Subsidiary Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Merck & Co.,
Inc., a New Jersey corporation ("Merck") completed its tender offer to purchase
all of the outstanding shares of Common Stock, including their associated
preferred stock purchase rights, of the Registrant for $8.50 per share, net to
the seller in cash. The tender offer was made pursuant to an Offer to Purchase
and related Letter of Transmittal (collectively, the "Offer"), dated August 6,
1999, which were distributed to all stockholders of the Registrant.
The offer price of $8.50 per share of Common Stock of the
Registrant was agreed upon following negotiations between the Registrant and
Merck and their respective advisors. Pursuant to the Offer a total of
approximately 6,694,639 shares of Common Stock of the Registrant were tendered
to and acquired by the Purchaser. The shares tendered and acquired represent
approximately 69% of the Registrant's Common Stock outstanding as of September
2, 1999.
The Offer was made pursuant to an Agreement and Plan of Merger
dated as of July 30, 1999 (the "Merger Agreement") between the Registrant,
Purchaser and Merck. Under the terms of the Merger Agreement, the Purchaser will
be merged with and into the Registrant (the "Merger"), leaving the Registrant as
a wholly owned subsidiary of Merck. The consummation of the Merger is subject
to, among other things, the approval of the shareholders of the Registrant. The
affirmative vote of Merck, as the beneficial owner of approximately 69% of the
outstanding shares of Common Stock of the Registrant, is alone sufficient to
approve the Merger. The Merger will become effective after all of the conditions
to its consummation have been satisfied or waived, if appropriate, and a
certificate of merger is filed with the office of the Secretary of State of the
State of Delaware. At the effective time, each share of the Registrant's Common
Stock (including their associated preferred stock purchase rights) then
outstanding (other than shares of such Common Stock held by the Purchaser, Merck
or their subsidiaries and those held by stockholders who have properly exercised
their appraisal rights under the Delaware General Corporation Law) shall be
converted into the right to receive $8.50 in cash, without interest.
Merck has informed the Registrant that the total amount of
funds required to purchase all of the Registrant's Common Stock tendered
pursuant to the Offer was approximately $56,904,431, which funds were obtained
by the Purchaser from Merck, which in turn obtained such funds from existing
working capital.
Under the terms of the Merger Agreement, as a result of the
consummation of the Offer, Merck has appointed four new members to the
Registrant's board of directors to replace four of the Registrant's current
members of the board.
Reference is made to the Registrant's Solicitation and
Recommendation Statement on Schedule 14D-9 (including the exhibits attached
thereto), as amended, initially filed with the Securities and Exchange
Commission on August 6, 1999 and to the exhibits attached hereto and
incorporated herein by reference for additional information concerning the Offer
and the Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) 2.1 Agreement and Plan of Merger, dated July 30,
1999 between the Registrant, the Purchaser
and Merck (incorporated by reference to
Exhibit (c)(1) of Schedule 14D-1 of Merck
and the Purchaser filed with the Securities
and Exchange Commission on August 6, 1999,
as subsequently amended (the "Schedule
14D-1")).
99.1 Press Release dated September 3, 1999
announcing the completion of the Offer.
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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/ William T. Comer
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William T. Comer
Chief Executive Officer
Date: September 13, 1999
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INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger, dated July 30, 1999
between the Registrant, the Purchaser and Merck
(incorporated by reference to Exhibit (c)(1) of
Schedule 14D-1 of Merck and the Purchaser filed with
the Securities and Exchange Commission on August 6,
1999, as subsequently amended (the "Schedule
14D-1")).
99.1 Press Release dated September 3, 1999 announcing the
completion of the Offer.
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EXHIBIT 99.1
Press Contact: Gwen Fisher Investor Contact: Laura Jordan
(908) 423-6154 (908) 423-5185
MERCK SUCCESSFULLY COMPLETES TENDER OFFER FOR
OUTSTANDING SHARES OF SIBIA NEUROSCIENCES
Merck Is Now Majority Stockholder of SIBIA
Whitehouse Station, N.J., Sept. 3, 1999 -- Merck & Co., Inc. announced
today the successful completion of the tender offer made by MC Subsidiary Corp.,
Merck's wholly owned subsidiary, for the shares of common stock, including the
associated preferred stock purchase rights, of SIBIA Neurosciences, Inc.
(NASDAQ:SIBI). The tender offer at $8.50 per share in cash, which was made
pursuant to an Agreement and Plan of Merger among the companies dated as of July
30, 1999, expired at midnight, Eastern Standard Time, on Thursday, Sept. 2,
1999. At that time, 6,694,639 shares had been tendered (including 21,831 shares
tendered by notice of guaranteed delivery). This represents 69% of the
outstanding shares of Common Stock of SIBIA. MC Subsidiary Corp. will accept for
payment all the shares tendered at the tender offer price of $8.50 per share.
With the completion of the tender offer, Merck is now the majority
stockholder of SIBIA. Merck intends to complete the acquisition of SIBIA through
a merger in which the remaining stockholders of SIBIA will receive $8.50 per
share in cash. Merck now owns sufficient shares to approve the merger without
any action by any other stockholders. Prior to the completion of the merger,
Merck will mail to all remaining stockholders the required information
statement.
"We are pleased to now be the majority stockholder of SIBIA, and look
forward to completing the merger of our two companies," said Bennett M. Shapiro,
M.D., executive vice president of worldwide licensing and external research,
Merck Research Laboratories. "The acquisition of SIBIA augments our already
successful CNS research facility in the United Kingdom, and gives us a presence
in the CNS research community in the United States. The excellent SIBIA team
strengthens our drug discovery efforts, in keeping with our core strategy of
developing important therapeutic advances."
-more-
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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.
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.
