-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EiRDdOx2F4ujDzASVTYXi6mKlmLyMo6tD6FiHCCWqmtnhdc7RBkTYBzQMs1Nj5SQ FsvRcWJkXGntBFFuysS2Kg== 0000950123-99-008252.txt : 19990906 0000950123-99-008252.hdr.sgml : 19990906 ACCESSION NUMBER: 0000950123-99-008252 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990903 GROUP MEMBERS: MC SUBSIDIARY CORP GROUP MEMBERS: MERCK & CO INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIBIA NEUROSCIENCES INC CENTRAL INDEX KEY: 0001011065 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 953616229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48087 FILM NUMBER: 99706140 BUSINESS ADDRESS: STREET 1: 505 COAST BLVD SOUTH STREET 2: STE 300 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6194525892 MAIL ADDRESS: STREET 1: 505 COAST BLVD SOUTH STREET 2: SUITE 300 CITY: LA JOLLA STATE: CA ZIP: 92037 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIBIA NEUROSCIENCES INC CENTRAL INDEX KEY: 0001011065 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 953616229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-48087 FILM NUMBER: 99706141 BUSINESS ADDRESS: STREET 1: 505 COAST BLVD SOUTH STREET 2: STE 300 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6194525892 MAIL ADDRESS: STREET 1: 505 COAST BLVD SOUTH STREET 2: SUITE 300 CITY: LA JOLLA STATE: CA ZIP: 92037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084234044 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084234044 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 SC 14D1/A 1 AMENDMENT #4 TO SCHEDULE 14D1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) and SCHEDULE 13D/A PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) SIBIA NEUROSCIENCES, INC. (Name of Subject Company) MERCK & CO., INC. MC SUBSIDIARY CORP. (BIDDERS) COMMON STOCK, $.001 PAR VALUE (INCLUDING THE ASSOCIATED RIGHTS) (TITLE OF CLASS OF SECURITIES) 825732100 (CUSIP NUMBER OF COMMON STOCK) CELIA A. COLBERT MC SUBSIDIARY CORP. C/O MERCK & CO., INC. ONE MERCK DRIVE WHITEHOUSE STATION, NEW JERSEY 08889 (908) 423-1000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPIES TO: GARY P. COOPERSTEIN, ESQ. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON ONE NEW YORK PLAZA NEW YORK, NEW YORK 10004 (212) 859-8000 ------------------------ 2 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MERCK & CO., INC. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW JERSEY - ------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,694,639 - ------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 69% - ------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------------------------- -2- 3 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MC SUBSIDIARY CORP. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) AF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,694,639 - ------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 69% - ------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------------------------- -3- 4 This Amendment No. 4 amends the Tender Offer Statement on Schedule 14D-1 initially filed August 6, 1999 (as previously amended and as amended hereby, the "Schedule 14D-1") relating to a tender offer by MC Subsidiary Corp., a Delaware corporation ("Offeror") and a direct wholly owned subsidiary of Merck & Co., Inc., a New Jersey corporation ("Parent"), to purchase all outstanding shares of Common Stock, par value $.001 per share (the "Common Stock"), including the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of March 17, 1997, and amended as of July 30, 1999, between the Company and ChaseMellon Shareholder Services L.L.C., as Rights Agent (the "Rights" and, together with the Common Stock, the "Shares"), of SIBIA Neurosciences, Inc., a Delaware corporation (the "Company"), at a purchase price of $8.50 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 6, 1999 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). This Amendment constitutes the final amendment to Schedule 14d-1 pursuant to General Instruction D to Schedule 14D-1. This Amendment also amends the Schedule 13D of Parent and Offeror initially filed August 6, 1999. The Offer expired at 12:00 midnight, New York City time, on Thursday, September 2, 1999. According to the information provided by the Depositary, prior to the expiration of the Offer, a total of 6,694,639 Shares had been tendered and not withdrawn pursuant to the Offer (including 21,831 Shares tendered pursuant to the procedure for guaranteed delivery and Shares tendered pursuant to the terms of the Shareholders Agreement), which constitute approximately 69% of the outstanding Shares (approximately 58% on a fully diluted basis). On September 3, 1999, Offeror, by notice to the Depositary, accepted for payment all Shares validly tendered and not withdrawn prior to the expiration of the Offer at the tender offer price of $8.50 per share. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Schedule 14D-1 or in the Offer to Purchase. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in Item 6(a)-(b) of Schedule 14D-1 is hereby amended and supplemented as follows: As of September 3, 1999, Offeror has acquired pursuant to the Offer (including 21,831 Shares tendered pursuant to the procedure for guaranteed delivery and Shares tendered pursuant to the terms of the Shareholders Agreement) beneficial ownership of 6,694,639 Shares in the aggregate, which constitute approximately 69% of the outstanding Shares (approximately 58% on a fully diluted basis). As a result, Offeror beneficially owns, and Parent may be deemed to beneficially own, Shares as set forth on the cover pages of this Amendment and incorporated herein by reference. A copy of the press release, dated September 3, 1999, issued by Parent disclosing this information is attached hereto as Exhibit (a)(10) and is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. The information set forth in Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented as follows: In addition, reference is hereby made to the disclosure set forth under Item 6 above. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(10) Press Release issued by Parent on September 3, 1999. -4- 5 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 3, 1999 MERCK & CO., INC. By: /s/ Judy C. Lewent -------------------------------------- Name: Judy C. Lewent Title: Senior Vice President and Chief Financial Officer MC SUBSIDIARY CORP. By: /s/ Judy C. Lewent -------------------------------------- Name: Judy C. Lewent Title: President -5- 6 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE NO. - ----------- ----------- -------- (a)(10) -- Press Release issued by Parent on September 3, 1999. -6- EX-99.A.10 2 PRESS RELEASE 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." 2 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----