Sirna - Merck M&A

Sirna Therapeutics, Inc. (RNAI)
Merck & Co., Inc. (MRK)
$1.1B Cash Merger

Summary

Merck buys RNA interference (RNAi) biotech

$13 per RNAI share; $1.1B total

MRK news - stock chart

Announced 10.30.06

Closed 12.28.06

Advisors

Financial

RNAI : Goldman Sachs

Legal

RNAI : O'Melveny & Myers
MRK : Fried Frank

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger; Closing; Effective Time

1.1 The Merger
1.2 Closing
1.3 Effective Time

Article II Certificate of Incorporation and Bylaws

2.1 The Certificate of Incorporation
2.2 The Bylaws

Article III Officers and Directors

3.1 Directors
3.2 Officers

Article IV Effect of the Merger on Capital Stock;

4.1 Effect on Capital Stock
4.2 Exchange of Certificates for Shares
4.3 Dissenters Rights
4.4 Adjustments to Prevent Dilution
4.5 Treatment of Company Options and Warrants
4.6 Withholding Rights

Article V Company Reps

5.1 Organization, Good Standing and Qualification; Subs
5.2 Capitalization of the Company and its Subsidiaries
5.3 Corporate Authority; Approval and Fairness
5.4 Consents and Approvals; No Violations
5.5 Compliance with Laws; Licenses
5.6 No Default
5.7 Company Reports; Financial Statements
5.8 No Undisclosed Liabilities
5.9 Absence of Certain Changes or Events
5.10 Litigation
5.11 Significant Contracts
5.12 Disclosure Documents
5.13 Employee Benefit Plans
5.14 Intellectual Property
5.15 Taxes
5.16 No Payments not Deductible Pursuant to Sect 280g
5.17 Real Property; Leasehold
5.18 Environmental Matters
5.19 Insurance
5.20 Takeover Statutes; Charter Provisions
5.21 Brokers
5.22 Rights Agreement
5.23 Third Party Supply

Article VI Reps

6.1 Organization, Good Standing and Qualification
6.2 Authority Relative to this Agreement
6.3 Consents and Approvals; No Violations
6.4 Merger Sub
6.5 Disclosure Documents
6.6 Availability of Funds
6.7 Brokers
6.8 Access

Article VII Covenants Of The Parties

7.1 Operations of the Companys Business
7.2 Acquisition Proposals
7.3 Stockholder Meeting; Proxy Material
7.4 Commercially Reasonable Efforts; Cooperation
7.5 Access
7.6 Consents
7.7 Public Announcements
7.8 Employee Benefits
7.9 Indemnification; Directors and Officers Insurance
7.10 Takeover Statutes
7.11 Rights Plan
7.12 Confidentiality
7.13 Resignations
7.14 Stockholder Litigation

Article VIII Conditions To Merger

8.1 Company, Parent and Merger Sub to Effect the Merger
8.2 Parent and Merger Sub
8.3 Company

Article IX Termination

9.1 Mutual Consent
9.2 Either Parent or the Company
9.3 Company
9.4 Parent
9.5 Effect of Termination and Abandonment; Fee

Article X Miscellaneous And General

10.1 Non-survival of Representations and Warranties and
Agreements
10.2 Modification or Amendment
10.3 Waiver of Conditions
10.4 Counterparts; Signatures
10.5 Governing Law And Venue; Waiver of Jury Trial
10.6 Notices
10.7 Entire Agreement
10.8 No Third Party Beneficiaries
10.9 Severability
10.10 Interpretation; Absence of Presumption
10.11 Expenses
10.12 Assignment
10.13 Attorneys Fees
10.14 Certain Definitions

Other Agreements

Rights agreement amendment

Voting agreement

Deal Protection

No shop covenant

Merger agreement §7.2

Break-up fee

$42mm, plus out-of-pocket expenses
Agreement §9.5

Voting agreements

Form of agreement
Covers 36% of shares outstanding
See Voting Agreements

Regulatory Approvals

HSR Act

Merger agreement §8.1(b)

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