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EXHIBIT 4
[COCENSYS LOGO]
August 12, 1999
Dear Stockholder:
We are pleased to inform you that on August 5, 1999, the Company entered
into an agreement and plan of merger (the "Merger Agreement") providing for the
acquisition of the Company by Purdue Pharma L.P. ("Purdue Pharma"). Pursuant to
the Merger Agreement, Purdue Pharma, through an indirect wholly-owned
subsidiary, has commenced a tender offer for all outstanding shares of the
Company's common stock at the offer price of $1.16 in cash per share. The Merger
Agreement provides that, subject to satisfaction of certain conditions, the
tender offer is to be followed by a merger in which the holders of any remaining
shares of the Company's common stock (other than dissenting shares) will receive
$1.16 in cash per share. The tender offer is currently scheduled to expire at
12:00 midnight, New York City time, on Thursday, September 9, 1999.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND FOUND ADVISABLE THE
MERGER AGREEMENT WITH PURDUE PHARMA AND HAS DETERMINED THAT THE OFFER AND THE
MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY'S STOCKHOLDERS AND
RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS TENDER THEIR SHARES PURSUANT TO THE
TENDER OFFER.
The Merger Agreement represents the culmination of a comprehensive effort
by your Board to enter into a transaction that would provide maximum benefits to
stockholders. In pursuit of this goal, your Board, with the assistance of its
financial advisor, Xxxxxxxxx & Xxxxx LLC, evaluated various alternative
transactions.
In determining to approve the Merger Agreement and the transactions
contemplated thereby, your Board 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. Among other things, your Board considered
the opinion of Xxxxxxxxx & Xxxxx LLC, dated August 5, 1999 (a copy of which is
included with the Schedule 14D-9), that the consideration to be received by the
holders of common stock of the Company in connection with the proposed merger is
fair, from a financial point of view, to such stockholders.
The enclosed Schedule 14D-9 describes the Board's decision and contains
other important information relating to such decision. We urge you to read it
carefully.
Accompanying this letter and the Schedule 14D-9 is the Offer to Purchase
and related materials, including a Letter of Transmittal to be used for
tendering your shares. These documents describe the terms and conditions of the
tender offer and provide instructions regarding how to tender your shares. We
urge you to read the enclosed material carefully.
Very truly yours,
/s/ F. Xxxxxxx Xxxxxx
F. Xxxxxxx Xxxxxx, Ph.D.
Chairman, President and Chief
Executive Officer
