Merck & Co. and Sirna Therapeutics Announce Expiration of Hart-Scott-Rodino Waiting Period for the Proposed Acquisition of Sirna
December 14 2006 - 8:38AM
Business Wire
Merck & Co., Inc. (NYSE: MRK) and Sirna Therapeutics, Inc.
(NASDAQ: RNAI) announced today that the federal regulatory
antitrust waiting period expired for Merck & Co.�s
approximately $1.1 billion acquisition of Sirna Therapeutics. On
Oct. 30, 2006, Merck entered into a definitive agreement to acquire
Sirna for $13 per share in an all-cash transaction. The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 (HSR) expired at 11:59 p.m. EST on Dec. 13, 2006. The
expiration of the Hart-Scott-Rodino waiting period satisfies one of
the conditions to Merck�s acquisition of Sirna. Consummation of the
merger, which is expected to occur in late December 2006 or early
in the first quarter of 2007, remains subject to other customary
closing conditions, including, without limitation, the approval of
the merger by holders of Sirna�s common stock and the absence of a
material adverse effect on Sirna since the signing of the merger
agreement. The Sirna shareholder vote is scheduled for 10:00 a.m.
PST on Dec. 28, 2006, at the Grand Hyatt Hotel, 345 Stockton
Street, San Francisco. 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. Sirna recently announced that it was being
acquired by Merck at a price of $13.00 per share in cash, for an
aggregate equity purchase price of approximately $1.1 billion.
Completion of this transaction is subject to customary closing
conditions. 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. 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 A special meeting of
Sirna shareholders will be held on Wednesday, December 28, 2006 to
obtain shareholder approval for the merger. In connection with the
proposed acquisition and required stockholder approval, Sirna filed
with the Securities and Exchange Commission a definitive proxy
statement on November 27, 2006. This proxy statement was mailed to
Sirna�s shareholders on or about November 29, 2006. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY 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 25, 2006
and is included in the definitive proxy statement relating to the
proposed acquisition filed with the SEC on November 27, 2006.
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