FTC Grants Early Termination of Waiting Period Under Hart-Scott-Rodino Act
04 Gennaio 2011 - 2:30PM
Marketwired
Cypress Bioscience, Inc. (NASDAQ: CYPB) ("Cypress"), a
pharmaceutical company engaged in the development of innovative
drugs to treat central nervous system disorders, today announced
that the Federal Trade Commission has granted early termination of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended ("HSR") applicable to the cash
tender offer by Ramius V&O Acquisition LLC, an affiliate of
Ramius LLC (collectively, "Ramius") and affiliates of Royalty
Pharma ("Royalty Pharma" and together with Ramius, the "Ramius/RP
Group"), to purchase all of the outstanding shares of common stock
of Cypress not already owned by the Ramius/RP Group.
The early termination of the HSR waiting period satisfies one of
the conditions necessary for the consummation of the tender offer.
The tender offer is scheduled to expire at 11:59 p.m. Eastern time
on Wednesday, January 5, 2011 (the end of the day on Wednesday),
unless the tender offer is extended. Consummation of the tender
offer remains subject to other customary conditions, including the
tender of a majority of the outstanding shares of Cypress' common
stock, determined on a fully diluted basis.
As previously announced, the Ramius/RP Group amended its tender
offer on December 20, 2010, for all of the outstanding shares of
common stock for $6.50 per share in cash. The tender offer was made
pursuant to an Amended and Restated Offer to Purchase, dated
December 20, 2010, and in connection with the Agreement and Plan of
Merger, dated December 14, 2010, entered into by and among Cypress,
Ramius and Royalty Pharma, which Cypress and the Ramius/RP Group
announced on December 14, 2010.
About Cypress
Cypress is a pharmaceutical company dedicated to the development
of innovative drugs targeting large unmet medical needs for
patients suffering from a variety of disorders of the central
nervous system. Since 1999, Cypress has received FDA approvals for
both of the products it brought to the FDA during that period,
including for Prosorba™, a medical device for rheumatoid arthritis,
and Savella® (milnacipran HCl), for fibromyalgia. The Company
focuses on generating stockholder value by reaching clinical
development milestones as quickly and efficiently as possible.
Cypress' development-stage assets include CYP-1020 for cognitive
impairment in schizophrenia, Staccato® nicotine for smoking
cessation and intranasal carbetocin for autism. More information on
Cypress and its products and development assets is available at
http://www.cypress.com/.
About Ramius
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.
About Royalty Pharma
Royalty Pharma is the industry leader in acquiring
revenue-producing intellectual property -- principally royalty
interests in marketed and late stage biopharmaceutical products
with a market value of over $2 billion. Royalty Pharma currently
owns a diversified portfolio of royalty interests in several
high-quality blockbuster biopharmaceutical products, including
Amgen's Neupogen® and Neulasta®, Genentech's Rituxan®, Gilead's
Emtriva®, Truvada® and Atripla®, Celgene's Thalomid®, and now
Abbott's Humira®. The company has a ten year history of providing
value to holders of royalty interests, including its joint $525
million acquisition with Gilead Sciences of Emory University's
emtricitabine royalty interest and its acquisitions of
approximately 80% of Memorial Sloan Kettering's U.S. and
international royalty interests in Neupogen® and Neulasta® for over
$400 million. The strong market position enjoyed by the products in
which Royalty Pharma owns royalties -- generally the sole or number
one product in their therapeutic classes -- and its revenue
diversification are some of the key attributes contributing to the
investment grade rating of Royalty Pharma's finance trust, which is
further wrapped by a mono-line insurer to "AAA"/"Aaa" by S&P
and Moody's. More information on Royalty Pharma is available at
www.royaltypharma.com.
Forward Looking Statement
The offer to buy shares of Cypress common stock will be made
only pursuant to the amended and restated offer to purchase and
related materials that the Ramius/RP Group has filed with the SEC.
Cypress stockholders and other investors should read these
materials carefully because they contain important information,
including the terms and conditions of the offer. These materials
and any other documents filed by the Ramius/RP Group or Cypress
with the SEC may be obtained free of charge at the SEC's website at
www.sec.gov and by contacting Cypress Investor Relations at
858-452-2323. In addition, investors and security holders will be
able to obtain free copies of the documents filed with the SEC on
Cypress' website at www.cypress.com. Investors and security holders
are urged to read the Schedule TO, as amended, and the Schedule
14D-9, as amended, and the other relevant materials before making
any investment decision with respect to the Ramius/RP Group tender
offer.
Statements in this press release that relate to future results
and events are forward-looking statements based on Cypress',
Ramius' and Royalty Pharma's current expectations regarding tender
offer and transactions contemplated by the merger agreement. Actual
results and events in future periods may differ materially from
those expressed or implied by these forward-looking statements
because of a number of risks, uncertainties and other factors.
There can be no assurances that a transaction will be consummated.
Other risks, uncertainties and assumptions include the possibility
that expected benefits may not materialize as expected; that the
transaction may not be timely completed, if at all; that, prior to
the completion of the transaction, if at all, Cypress may not
satisfy one or more closing conditions and other risks that are
described in Cypress' Annual Report on Form 10-K for the year ended
December 31, 2009 and in its subsequently filed SEC reports.
Cypress undertakes any obligation to update these forward-looking
statements except to the extent otherwise required by law.
Contacts: For Cypress Matthew Sherman or Dara
Silverstein 212-355-4449 Joele Frank, Wilkinson Brimmer Katcher Amy
Bilbija or Bob Marese 212-929-5500 MacKenzie Partners, Inc. For
Ramius Peter Feld 212-201-4878 or Gavin Molinelli 212-201-4828
Ramius LLC For Royalty Pharma Pablo Legorreta 212-883-2289
Alexander V. Perfall 212-883-2298
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