NEW YORK, Dec. 10, 2010 /PRNewswire/ -- Ramius V&O
Acquisition LLC, a subsidiary of Ramius LLC (collectively,
"Ramius"), today announced that it has sent a letter to the Board
of Directors of Cypress Bioscience, Inc. (Nasdaq: CYPB) outlining
its willingness to acquire all of Cypress' outstanding Common Stock
in a negotiated transaction for $5.50
per share. The offer is conditioned upon Cypress commencing
exclusive negotiations with Ramius no later than Friday, December 10, 2010 and entering into a
definitive merger agreement by no later than Sunday, December 12, 2010. This offer was
first communicated to Cypress' financial advisors on Thursday, December 9, 2010. Ramius
currently owns 9.9% of Cypress and commenced a tender offer on
September 15, 2010 to purchase all of
the shares of Cypress it does not currently own for $4.25 per share.
The $5.50 offer described in the
letter represents a 120% premium over the $2.50 closing price of Cypress' stock on
July 16, 2010, the last trading day
before Ramius publicly announced its proposal to acquire the
Company for $4.00 per share in cash.
Ramius believes that the $5.50
offer will enable the Board to bring its exploration of all
strategic alternatives to a prompt conclusion with a transaction
that provides stockholders with a high degree of certainty that
they will receive immediate full and fair value for their
shares.
As outlined in the letter, affiliates of Royalty Pharma Finance
Trust have indicated that they are prepared to provide financing
for the $5.50 offer, provided Cypress
commences exclusive negotiations with Ramius no later than
Friday, December 10, 2010 and a
fully negotiated merger agreement between Cypress and Ramius is
signed no later than Sunday, December 12,
2010.
In order to facilitate discussions, Ramius also today announced
that it is extending its previously announced tender offer for
$4.25 per share until 12:00 Midnight,
New York City time, on
December 17, 2010, unless the offer
is further extended. The tender offer was previously
scheduled to expire at 12:00 Midnight, New York City time, on December 10, 2010. All other material terms
and conditions of the tender offer remain unchanged.
Previously, on September 15, 2010,
Ramius announced that it commenced a tender offer to acquire all of
the outstanding shares of common stock of Cypress for $4.25 per share in cash. That offer represented a
70% premium over the $2.50 closing
price of Cypress' stock on July 16,
2010, the last trading day before Ramius publicly announced
its proposal to acquire the Company for $4.00 per share in cash.
As of the close of business on December
9, 2010, approximately 2,993,774 shares of Common Stock of
Cypress, representing approximately 7.8% of all outstanding shares,
were validly tendered and not withdrawn pursuant to the tender
offer. This amount does not include the 3,815,000 shares
owned by Ramius and its affiliates.
Ramius has also entered into a confidentiality agreement with
Cypress to conduct due diligence in connection with its tender
offer or a possible negotiated transaction with Cypress. The
confidentiality agreement does not restrict Ramius' ability to
continue or consummate its current tender offer or to conduct a
proxy solicitation in connection with the Company's 2011 Annual
Meeting of Stockholders.
The full text of the letter follows:
Dear Board Members:
Following our conversations with Perella Weinberg Partners over
the past few weeks, this letter sets forth the willingness of
Ramius V&O Acquisition LLC and its affiliates ("V&O
Acquisition") to offer to acquire all of the outstanding common
stock (the "Common Stock") of Cypress Bioscience, Inc. ("Cypress")
not already owned by V&O Acquisition and its affiliates in a
negotiated transaction for $5.50 per
share (the "Revised Offer") provided that Cypress commences
exclusive negotiations with V&O Acquisition no later than
Friday, December 10, 2010 and enters
into a definitive merger agreement no later than Sunday, December 12, 2010. V&O
Acquisition's current tender offer is scheduled to expire on
Friday, December 10, 2010. To
facilitate discussions, V&O Acquisition will be extending its
existing tender offer for an additional five (5) business days, but
reserves the right to terminate the tender offer at any time.
As of the date hereof, affiliates of Royalty Pharma Finance
Trust ("Royalty Pharma") have indicated that they are prepared to
invest approximately $196 million in
cash in the equity of V&O Acquisition to enable V&O
Acquisition to pay the amount payable to stockholders of Cypress
pursuant to the Revised Offer. Royalty Pharma's financing is
not subject to due diligence or any other material condition.
However, Royalty Pharma has advised Ramius that it reserves
the right to withdraw this financing arrangement if Cypress has not
commenced exclusive negotiations with V&O Acquisition by
midnight on Friday, December 10, 2010
and has not entered into a definitive merger agreement by midnight
on Sunday, December 12, 2010.
V&O Acquisition believes that, as a result of its pending
tender offer, it is able to acquire Cypress and pay the
stockholders of Cypress the full value of their shares more quickly
than any other potential bidder. V&O Acquisition has
completed all required due diligence and has sufficient funds to
promptly close the tender offer.
V&O Acquisition is willing to enter into a merger agreement
giving effect to the Revised Offer, which is of significant value
and brings immediate certainty to Cypress and its stockholders.
The terms would include the following:
- All cash offer of $5.50 per
share.
- The financing condition of the existing tender offer would be
removed, including any requirement for future due diligence.
- A seller-friendly second-step merger agreement with limited
representations and warranties.
- V&O Acquisition would be willing to close on the tender
offer as soon as legally permissible, i.e., 10 business days after
the announcement of the execution of the definitive merger
agreement subject to Hart-Scott-Rodino ("HSR") approval.
V&O Acquisition is prepared to seek early termination of
the waiting period under HSR. V&O Acquisition is also
prepared to reduce the 90% stock tender condition to 50.1% of the
outstanding Common Stock upon execution of the merger agreement if
the parties can negotiate an appropriate top-up option and
subsequent offering period to facilitate a short-form second step
merger.
- V&O Acquisition is willing to provide a broad fiduciary out
in the merger agreement for any higher or better offer received
prior to the closing of the tender offer, with the breakup fee on
the low end of fairness, i.e., two percent (2%) of transaction
value.
Time is of the essence. The above
offer is subject to the condition that Cypress commences exclusive
negotiations with V&O Acquisition no later than Friday, December 10, 2010 and enters into a
definitive merger agreement by no later than Sunday, December 12, 2010.
V&O Acquisition appreciates that the Board of Directors and
its financial advisors have fashioned a process by which Cypress
has had the opportunity to fully explore strategic alternatives.
We believe stockholders are expecting the Board of Directors
to bring this process to a prompt conclusion with a transaction
that provides a high degree of certainty that they will receive
immediate full and fair value for their shares. The benefits
of the Revised Offer should be clear to all concerned.
We look forward to hearing from you. We are prepared to
meet with you immediately to commence negotiations around a
definitive merger agreement.
Very truly yours,
Jeffrey C. Smith
Ramius V&O Acquisition LLC
For further information regarding Ramius' tender offer,
shareholders can visit
www.tenderforcypressbio.com. Otherwise, to contact
Ramius directly, stockholders can email contact information to
cypbtender@ramius.com.
IMPORTANT INFORMATION REGARDING THE TENDER OFFER
Ramius V&O Acquisition LLC, a wholly-owned subsidiary of
Ramius Value and Opportunity Advisors LLC, has commenced, along
with certain of its affiliates, a tender offer to purchase all of
the outstanding shares of common stock of Cypress at $4.25 per share, net to the seller in cash,
without interest. The offer is now scheduled to expire
at 12:00 Midnight, New York City
time, on December 17, 2010, unless
the offer is extended.
Innisfree M&A Incorporated is the Information Agent for the
tender offer and any questions or requests for the Offer to
Purchase and related materials with respect to the tender offer may
be directed to Innisfree M&A Incorporated.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY
SHARES. THE SOLICITATION AND THE OFFER TO BUY CYPRESS'
COMMON STOCK IS ONLY BEING MADE PURSUANT TO AN OFFER TO PURCHASE
AND RELATED MATERIALS THAT RAMIUS VALUE AND OPPORTUNITY ADVISORS
LLC HAS FILED (AND WILL FILE) WITH THE SECURITIES AND EXCHANGE
COMMISSION. STOCKHOLDERS SHOULD READ THESE MATERIALS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS MAY
OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO
THE TENDER OFFER FREE AT THE SEC'S WEBSITE AT WWW.SEC.GOV/ OR FROM
RAMIUS LLC BY CONTACTING INNISFREE M&A INCORPORATED TOLL-FREE
AT (877) 717-3936 OR COLLECT AT (212) 750-5833.
The offer is now scheduled to expire at 12:00 Midnight,
New York City time, on
December 17, 2010, unless
extended.
About Ramius LLC
Ramius LLC is a registered investment advisor that manages
assets in a variety of alternative investment strategies. Ramius
LLC is headquartered in New York
with offices located in London,
Luxembourg, Tokyo, Hong
Kong and Munich.
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Contact:
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Ramius LLC
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Peter Feld,
212-201-4878
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Gavin Molinelli,
212-201-4828
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SOURCE Ramius LLC