Merck & Co., Inc. (NYSE: MRK), one of the world's leading
research-based pharmaceutical companies, and Sirna Therapeutics,
Inc. (NASDAQ: RNAI), a publicly held biotechnology company and a
leader in developing a new class of medicines based on RNA
interference (RNAi) technology, today announced that they have
entered into a definitive agreement under which Merck will acquire
Sirna. Under the terms of the agreement, Merck will acquire through
a merger 100 percent of the equity of Sirna at a price of $13 per
share in cash, making Sirna a wholly owned subsidiary of Merck
& Co., Inc. The transaction has a cash value of approximately
$1.1 billion. Sirna Therapeutics has been at the forefront of
efforts to create RNAi-based therapeutics, medicines which could
significantly alter the treatment of disease. RNAi-based
therapeutics selectively catalyze the destruction of the RNA
transcribed from an individual gene. This enables an entirely novel
approach to discovering drugs with the potential to produce highly
specific, potent, and long-lasting effects. The acquisition of
Sirna complements the cutting-edge research on RNA expression that
Merck has been doing since the 2001 acquisition of Rosetta
Inpharmatics, Inc. �That research has led to a deeper understanding
of the biological circuits that control the activity of cells, and
thus the identification of many novel targets which can now be
approached through the use of RNAi-based treatments,� said Alan
Sachs, M.D., Ph.D., vice president at Merck's Rosetta laboratories.
�We are delighted about our agreement to acquire Sirna
Therapeutics, a company that has established a leading presence in
the critically important area of RNAi,� said Peter S. Kim, Ph.D.,
president, Merck Research Laboratories. �We believe that RNAi could
significantly change the way in which we go about discovering and
developing drugs, and could become a new way to treat patients with
unmet medical needs.� One area in which RNAi shows great promise is
in cancer research. �RNAi is a powerful enabler of drug discovery
in cells, in animals, and in humans. We can potentially use this
technology to target the activity of genes which control the
activity of cancer cells, and so produce their destruction without
damaging normal cells,� said Stephen H. Friend, M.D., Ph.D.,
executive vice president and franchise head, Oncology and
Neuroscience, Merck Research Laboratories. Sirna's lead clinical
development candidate, Sirna-027, is a chemically optimized, short
interfering RNA (siRNA) currently moving into Phase II development
for the treatment of the wet-form of age related macular
degeneration (AMD) as part of a broad collaboration with Allergan,
Inc. in the area of ophthalmic diseases. In addition to the
collaboration with Allergan, Sirna has established a strategic
alliance with GlaxoSmithKline for the development of siRNA
compounds for the treatment of respiratory diseases. Besides its
external collaborations, Sirna has several programs covering a
broad range of therapeutic areas, including infectious diseases,
metabolism, CNS and dermatology. �We are extremely pleased to be
joining forces with one of the world�s premier pharmaceutical
companies. Merck�s decision to acquire Sirna speaks volumes about
Sirna�s expertise in the field of RNAi-based therapeutics, the
breadth of our intellectual property estate and talent of our
scientific and management team,� said Howard W. Robin, president
and chief executive officer of Sirna Therapeutics. �Combining the
expertise of both companies will significantly accelerate the
development of RNAi-based therapeutics.� �We are excited about the
opportunity to undertake the discovery and development of
therapeutic siRNAs with Merck, a company that clearly recognizes
the potential of this breakthrough technology,� said Sirna Senior
Vice President of Research and Chief Scientific Officer Barry
Polisky. �Merck�s commitment to the development of RNAi-based
therapeutics will ensure that this novel therapeutic modality will
achieve its full potential.� Sirna stockholders owning
approximately 36 percent of Sirna's outstanding shares have
committed to support the transaction and have entered into voting
agreements. The acquisition is subject to clearance under the
Hart-Scott-Rodino Antitrust Improvements Act and approval by the
stockholders of Sirna and other customary closing conditions. The
two companies expect to complete the acquisition in the first
quarter of 2007. Richard N. Kender, vice president of Business
Development and Corporate Licensing at Merck, noted that Merck's
acquisition of Sirna �is another example of Merck delivering on its
strategy of aggressively pursuing biotechnology companies that
complement our considerable internal research capabilities.� About
Sirna Therapeutics, Inc. Sirna Therapeutics is a clinical-stage
biotechnology company developing RNAi-based therapies for serious
diseases and conditions, including age-related macular degeneration
(AMD), hepatitis C, dermatology, asthma, respiratory syncytial
virus (RSV) and Huntington's disease. Sirna Therapeutics completed
its Phase I clinical trial for Sirna-027 in AMD in 2005 and with
its strategic partner, Allergan, Inc., is moving Sirna-027 forward
into Phase II clinical trials. Sirna has selected a clinical
candidate for hepatitis C virus, Sirna-034. Sirna has established
an exclusive multi-year strategic alliance with GlaxoSmithKline for
the development of siRNA compounds for the treatment of respiratory
diseases. Sirna has a leading intellectual property portfolio in
RNAi covering over 250 mammalian gene and viral targets and over
200 issued or pending patents covering other major aspects of RNAi
technology, including the microRNA technology. More information on
Sirna Therapeutics is available on the Company's web site at
http://www.sirna.com. Sirna Forward-Looking Statement Statements in
this press release which are not strictly historical are
"forward-looking" statements which are subject to many risks and
uncertainties. These include the failure to satisfy the closing
conditions set forth in the merger agreement between Sirna and
Merck, the termination of the merger agreement, the failure of the
proposed acquisition to close or a significant delay in the closing
for any reason, and business uncertainty and contractual
restrictions before closing. Additionally, all of Sirna's programs
are still at a relatively early stage of development and are
subject to significant risks and unknowns. In addition, patent
applications may not result in issued patents, and issued patents
may not be enforceable or could be invalidated. Risk factors are
identified in Sirna's Securities and Exchange Commission filings,
including Forms 10-K and 10-Q and in other SEC filings. Sirna
undertakes no obligation to revise or update any forward-looking
statements in order to reflect events or circumstances that may
arise after the date of this release. About Merck Merck & Co.,
Inc. is a global research-driven pharmaceutical company dedicated
to putting patients first. Established in 1891, Merck discovers,
develops, manufactures and markets vaccines and medicines to
address unmet medical needs. The Company devotes extensive efforts
to increase access to medicines through far-reaching programs that
not only donate Merck medicines but help deliver them to the people
who need them. Merck also publishes unbiased health information as
a not-for-profit service. For more information, visit
www.merck.com. Merck Forward-Looking Statement This press release
contains "forward-looking statements" as that term is defined in
the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and
involve risks and uncertainties, which may cause results to differ
materially from those set forth in the statements. The
forward-looking statements may include statements regarding product
development, product potential or financial performance. No
forward-looking statement can be guaranteed, and actual results may
differ materially from those projected. Merck undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events, or
otherwise. Forward-looking statements in this press release should
be evaluated together with the many uncertainties that affect
Merck's business, particularly those mentioned in the cautionary
statements in Item 1 of Merck's Form 10-K for the year ended Dec.
31, 2005, and in its periodic reports on Form 10-Q and Form 8-K,
which the Company incorporates by reference. Participants in the
Solicitation and Additional Information This communication may be
deemed to be solicitation material regarding the proposed
acquisition of Sirna by Merck. In connection with the proposed
acquisition, Sirna intends to file relevant documents with the SEC,
including Sirna�s proxy statement on Schedule 14A. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING SIRNA�S PROXY STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT SIRNA AND THE PROPOSED
ACQUISITION. Investors and security holders may obtain free copies
of these documents and other documents filed with the SEC at the
SEC�s website at www.sec.gov or at Sirna�s website at
www.sirna.com. Such information is currently not available. Sirna
and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Sirna�s
stockholders in connection with the proposed acquisition. Such
individuals have interests in the proposed acquisition, including
as a result of holding options to purchase or shares of Sirna stock
or affiliation with large stockholders of Sirna. Certain
information regarding Sirna�s directors and executive officers and
their interests in the solicitation is set forth in the proxy
statement for Sirna�s 2006 annual meeting of stockholders filed
with the SEC on May 1, 2006, and will be included in the proxy
statement relating to the proposed acquisition when it becomes
available. Merck & Co., Inc. (NYSE: MRK), one of the world's
leading research-based pharmaceutical companies, and Sirna
Therapeutics, Inc. (NASDAQ: RNAI), a publicly held biotechnology
company and a leader in developing a new class of medicines based
on RNA interference (RNAi) technology, today announced that they
have entered into a definitive agreement under which Merck will
acquire Sirna. Under the terms of the agreement, Merck will acquire
through a merger 100 percent of the equity of Sirna at a price of
$13 per share in cash, making Sirna a wholly owned subsidiary of
Merck & Co., Inc. The transaction has a cash value of
approximately $1.1 billion. Sirna Therapeutics has been at the
forefront of efforts to create RNAi-based therapeutics, medicines
which could significantly alter the treatment of disease.
RNAi-based therapeutics selectively catalyze the destruction of the
RNA transcribed from an individual gene. This enables an entirely
novel approach to discovering drugs with the potential to produce
highly specific, potent, and long-lasting effects. The acquisition
of Sirna complements the cutting-edge research on RNA expression
that Merck has been doing since the 2001 acquisition of Rosetta
Inpharmatics, Inc. "That research has led to a deeper understanding
of the biological circuits that control the activity of cells, and
thus the identification of many novel targets which can now be
approached through the use of RNAi-based treatments," said Alan
Sachs, M.D., Ph.D., vice president at Merck's Rosetta laboratories.
"We are delighted about our agreement to acquire Sirna
Therapeutics, a company that has established a leading presence in
the critically important area of RNAi," said Peter S. Kim, Ph.D.,
president, Merck Research Laboratories. "We believe that RNAi could
significantly change the way in which we go about discovering and
developing drugs, and could become a new way to treat patients with
unmet medical needs." One area in which RNAi shows great promise is
in cancer research. "RNAi is a powerful enabler of drug discovery
in cells, in animals, and in humans. We can potentially use this
technology to target the activity of genes which control the
activity of cancer cells, and so produce their destruction without
damaging normal cells," said Stephen H. Friend, M.D., Ph.D.,
executive vice president and franchise head, Oncology and
Neuroscience, Merck Research Laboratories. Sirna's lead clinical
development candidate, Sirna-027, is a chemically optimized, short
interfering RNA (siRNA) currently moving into Phase II development
for the treatment of the wet-form of age related macular
degeneration (AMD) as part of a broad collaboration with Allergan,
Inc. in the area of ophthalmic diseases. In addition to the
collaboration with Allergan, Sirna has established a strategic
alliance with GlaxoSmithKline for the development of siRNA
compounds for the treatment of respiratory diseases. Besides its
external collaborations, Sirna has several programs covering a
broad range of therapeutic areas, including infectious diseases,
metabolism, CNS and dermatology. "We are extremely pleased to be
joining forces with one of the world's premier pharmaceutical
companies. Merck's decision to acquire Sirna speaks volumes about
Sirna's expertise in the field of RNAi-based therapeutics, the
breadth of our intellectual property estate and talent of our
scientific and management team," said Howard W. Robin, president
and chief executive officer of Sirna Therapeutics. "Combining the
expertise of both companies will significantly accelerate the
development of RNAi-based therapeutics." "We are excited about the
opportunity to undertake the discovery and development of
therapeutic siRNAs with Merck, a company that clearly recognizes
the potential of this breakthrough technology," said Sirna Senior
Vice President of Research and Chief Scientific Officer Barry
Polisky. "Merck's commitment to the development of RNAi-based
therapeutics will ensure that this novel therapeutic modality will
achieve its full potential." Sirna stockholders owning
approximately 36 percent of Sirna's outstanding shares have
committed to support the transaction and have entered into voting
agreements. The acquisition is subject to clearance under the
Hart-Scott-Rodino Antitrust Improvements Act and approval by the
stockholders of Sirna and other customary closing conditions. The
two companies expect to complete the acquisition in the first
quarter of 2007. Richard N. Kender, vice president of Business
Development and Corporate Licensing at Merck, noted that Merck's
acquisition of Sirna "is another example of Merck delivering on its
strategy of aggressively pursuing biotechnology companies that
complement our considerable internal research capabilities." About
Sirna Therapeutics, Inc. Sirna Therapeutics is a clinical-stage
biotechnology company developing RNAi-based therapies for serious
diseases and conditions, including age-related macular degeneration
(AMD), hepatitis C, dermatology, asthma, respiratory syncytial
virus (RSV) and Huntington's disease. Sirna Therapeutics completed
its Phase I clinical trial for Sirna-027 in AMD in 2005 and with
its strategic partner, Allergan, Inc., is moving Sirna-027 forward
into Phase II clinical trials. Sirna has selected a clinical
candidate for hepatitis C virus, Sirna-034. Sirna has established
an exclusive multi-year strategic alliance with GlaxoSmithKline for
the development of siRNA compounds for the treatment of respiratory
diseases. Sirna has a leading intellectual property portfolio in
RNAi covering over 250 mammalian gene and viral targets and over
200 issued or pending patents covering other major aspects of RNAi
technology, including the microRNA technology. More information on
Sirna Therapeutics is available on the Company's web site at
http://www.sirna.com. Sirna Forward-Looking Statement Statements in
this press release which are not strictly historical are
"forward-looking" statements which are subject to many risks and
uncertainties. These include the failure to satisfy the closing
conditions set forth in the merger agreement between Sirna and
Merck, the termination of the merger agreement, the failure of the
proposed acquisition to close or a significant delay in the closing
for any reason, and business uncertainty and contractual
restrictions before closing. Additionally, all of Sirna's programs
are still at a relatively early stage of development and are
subject to significant risks and unknowns. In addition, patent
applications may not result in issued patents, and issued patents
may not be enforceable or could be invalidated. Risk factors are
identified in Sirna's Securities and Exchange Commission filings,
including Forms 10-K and 10-Q and in other SEC filings. Sirna
undertakes no obligation to revise or update any forward-looking
statements in order to reflect events or circumstances that may
arise after the date of this release. About Merck Merck & Co.,
Inc. is a global research-driven pharmaceutical company dedicated
to putting patients first. Established in 1891, Merck discovers,
develops, manufactures and markets vaccines and medicines to
address unmet medical needs. The Company devotes extensive efforts
to increase access to medicines through far-reaching programs that
not only donate Merck medicines but help deliver them to the people
who need them. Merck also publishes unbiased health information as
a not-for-profit service. For more information, visit
www.merck.com. Merck Forward-Looking Statement This press release
contains "forward-looking statements" as that term is defined in
the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and
involve risks and uncertainties, which may cause results to differ
materially from those set forth in the statements. The
forward-looking statements may include statements regarding product
development, product potential or financial performance. No
forward-looking statement can be guaranteed, and actual results may
differ materially from those projected. Merck undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events, or
otherwise. Forward-looking statements in this press release should
be evaluated together with the many uncertainties that affect
Merck's business, particularly those mentioned in the cautionary
statements in Item 1 of Merck's Form 10-K for the year ended Dec.
31, 2005, and in its periodic reports on Form 10-Q and Form 8-K,
which the Company incorporates by reference. Participants in the
Solicitation and Additional Information This communication may be
deemed to be solicitation material regarding the proposed
acquisition of Sirna by Merck. In connection with the proposed
acquisition, Sirna intends to file relevant documents with the SEC,
including Sirna's proxy statement on Schedule 14A. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING SIRNA'S PROXY STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT SIRNA AND THE PROPOSED
ACQUISITION. Investors and security holders may obtain free copies
of these documents and other documents filed with the SEC at the
SEC's website at www.sec.gov or at Sirna's website at
www.sirna.com. Such information is currently not available. Sirna
and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Sirna's
stockholders in connection with the proposed acquisition. Such
individuals have interests in the proposed acquisition, including
as a result of holding options to purchase or shares of Sirna stock
or affiliation with large stockholders of Sirna. Certain
information regarding Sirna's directors and executive officers and
their interests in the solicitation is set forth in the proxy
statement for Sirna's 2006 annual meeting of stockholders filed
with the SEC on May 1, 2006, and will be included in the proxy
statement relating to the proposed acquisition when it becomes
available.
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