This is the first of the "good science" third tiers to be munched. One of Rick's favorites. (I recently added to my position, mainly because of their patent licensing activities.) They recently announced some disappointing results in some early stage projects, but the stock barely budged. I guess this strength in the face of bad news may have ben an early "tell" of this merger.
Significant premium over the current price, but not a huge win for the third-tier denizens who are in these stocks for the 10-baggers.
Straight cash deal, and not a pooling.
No idea why they aren't doing this as a tax-free reorg. This hurts the SIBI shareholders.
Altogether a smart move by MRK, and the first real example of a munch by a big pharma of an early stage company. (Although here the patents acted as a source of revenue and perhaps kept the bean counters at MRK from revolting).
Here are the details:
Headline: Merck Acquires SIBIA Neurosciences, Inc., a California-Based
Biotechnology Firm; Acquisition Augments Merck's Drug Discovery Program
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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.
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 www.sibia.com and
www.merck.com.) |
