Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Biotech / Medical : SIBIA Neurosciences (SIBI) -- Ignore unavailable to you. Want to Upgrade?

To: scaram(o)uche who wrote (507)	8/6/1999 12:18:00 PM
From: scaram(o)uche	Read Replies (1) \| Respond to of 579

filed today....... Explanation of Responses: This Initial Statement of Beneficial Ownership on Form 3 (this "Form 3") is being filed by Merck & Co., Inc. a New Jersey corporation ("Merck") and MC Subsidiary Corp. ("Merger Sub") a direct wholly owned subsidiary of Merck. On July 30, 1999, Merck, Merger Sub and SIBIA Neurosciences, Inc. a Delaware corporation ("SIBIA") entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for, among other things, the merger of SIBIA with and into Merger Sub. Simultaneously with the execution and delivery of the Merger Agreement, Merger Sub entered into a Shareholders Agreement dated July 30, 1999 (the "Shareholders Agreement") with certain shareholders of SIBIA (the "Lock-up Shareholders") as follows: (i) The Salk Institute for Biological Studies - 1,933,461 shares; (ii) Skandigen AB - 986,696 shares; and (iii) William T. Comer - 267,900 shares and 189,790 options exercisable within 60 days. Under the Shareholders Agreement, the Lock-up Shareholders have agreed, subject to the terms thereof, to tender all of their shares of SIBIA Common Stock to Merger Sub pursuant to the tender offer described in the Merger Agreement, and to vote their shares in favor of the merger described in the Merger Agreement. The Lock-up Shareholders have also granted Merger Sub a proxy to vote their shares, representing approximately 34.1% of the issued and outstanding shares of SIBIA Common Stock as of July 23, 1999, in favor of the merger. Simultaneously with the execution and delivery of the Merger Agreement, Merck also entered into an Option Agreement (the "Company Option") pursuant to which SIBIA granted to Merck an option to purchase 1,931,050 shares of Common Stock, subject to the terms thereof. If this option were to be exercised and these shares were issued to Merck and outstanding, such shares would, together with the shares subject to the Shareholders Agreement, represent approximately 44.9% of the issued and outstanding shares of SIBIA Common Stock as of July 23, 1999.