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EXHIBIT 9
[SIBIA NEUROSCIENCES, INC. LETTERHEAD]
August 6, 1999
To Our Stockholders:
I am pleased to inform you that on July 30, 1999, SIBIA Neurosciences, Inc.
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Merck & Co., Inc. ("Merck") and MC Subsidiary Corp., a wholly
owned subsidiary of Merck ("Offeror") pursuant to which Merck and Offeror have
commenced a cash tender offer to purchase all of the outstanding shares of
common stock of the Company (the "Shares") for $8.50 per Share, net to the
seller, in cash, through an Offer to Purchase dated August 6, 1999, which
together with the related Letter of Transmittal constitutes the "Offer." Under
the Merger Agreement, the Offer will be followed by a merger of Offeror into the
Company (the "Merger") in which any remaining Shares (other than Shares as to
which appraisal rights have been properly exercised and perfected, Shares held
in treasury by the Company or Shares owned by Merck or its affiliates) will be
converted into the right to receive $8.50 per Share in cash, without interest.
The tender offer is currently scheduled to expire at 12:00 midnight, New York
City time, on Thursday, September 2, 1999.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE OFFER AND THE MERGER,
UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE
BEST INTERESTS OF, THE COMPANY'S STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS THAT
THE STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
In arriving at its recommendations, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that has been filed with the Securities and Exchange Commission, including,
among other things, the opinion of CIBC World Markets Corp. dated July 30, 1999
(a copy of which is included with the Schedule 14D-9), the financial adviser
retained by the Board of Directors, to the effect that the $8.50 in cash, to be
received by the holders of Shares in the Offer and Merger is fair, from a
financial point of view, to such holders.
In a separate arrangement, each of The Salk Institute for Biological
Studies, Skandigen AB and Xx. Xxxxxxx Xxxxx has agreed with Merck to tender
Shares held by such stockholder into the Offer and otherwise to support the
Merger. Such stockholders collectively beneficially own Shares representing
approximately 34.1% of the total Shares outstanding as of July 23, 1999.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated August 6, 1999, of Offeror, together
with related materials, including a Letter of Transmittal to be used for
tendering your Shares. These documents set forth the terms and conditions of the
Offer and the Merger and provide instructions as to how to tender your Shares.
We urge you to read the enclosed material carefully.
The Board of Directors and the Company's management thank you for your
loyalty and support over the years.
Very truly yours,
/s/ XXXXXXX X. XXXXX
President, Chief Executive Officer and
Director
