NEW YORK, Dec. 14, 2010 /PRNewswire/ -- Ramius V&O
Acquisition LLC, a subsidiary of Ramius LLC (collectively,
"Ramius"), today announced that Cypress Bioscience, Inc. (Nasdaq:
CYPB) has rejected its fully financed offer to acquire all of
Cypress' outstanding Common Stock in a negotiated transaction for
$6.00 per share in cash.
Ramius and affiliates of Royalty Pharma Finance Trust ("Royalty
Pharma") had fully negotiated the terms of a definitive merger
agreement with Cypress over the past few days and in connection
therewith increased their offer to acquire all of Cypress'
outstanding Common Stock to $6.00 per
share in cash. Yesterday, Ramius and Royalty Pharma were led
to believe that the revised offer would likely be acceptable to the
Board of Directors of Cypress and that the Board would be meeting
last night to consider the revised offer.
Unfortunately, Ramius and Royalty Pharma learned Monday night
that the Board had rejected its offer and that the Company is
pursuing an alternative transaction with a third party.
Ramius and Royalty Pharma believe that the Company is now
considering a less certain, alternative transaction with this third
party.
In light of the foregoing, Ramius intends to promptly amend its
current tender offer to increase the offer price to $6.00 per share in cash and, among other things,
to eliminate the financing condition.
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.
Ramius urges the members of the Cypress Board to carefully
consider their fiduciary duties to Cypress' stockholders and to
give Cypress stockholders an opportunity to choose which
transaction they prefer. In particular, Ramius urges the
Cypress Board not to agree to any break-up fee with the other party
or any other terms that are disadvantageous to Ramius and Cypress'
stockholders.
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.
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