NEW YORK, Sept. 15 /PRNewswire/ -- Ramius Value and
Opportunity Advisors LLC, a subsidiary of Ramius LLC (collectively,
"Ramius"), today announced that it commenced a tender offer,
through a wholly owned subsidiary, to acquire all of the
outstanding shares of common stock of Cypress Bioscience, Inc.
("Cypress" or "the Company") (Nasdaq: CYPB) for $4.25 per share in cash. This offer represents 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.
Ramius Partner Managing Director Jeffrey
C. Smith stated, "The Cypress Board rejected our earlier
offer to negotiate an acquisition of the Company for $4.00 per share. Given the Board's
continuing refusal to negotiate with us, we are taking our offer
directly to the true owners of Cypress, the stockholders.
Clearly, stockholders are unhappy with the Cypress Board's
refusal to seriously consider our acquisition proposal, as
demonstrated by the recent letters sent to the Board by RA Capital
and Arcadia Capital."
The offer is scheduled to expire at 12:00 Midnight, New York City time, on October 13, 2010,
unless extended.
The offer is conditioned upon, among other things, (1) there
being validly tendered in the offer and not properly withdrawn
prior to the expiration date of the offer that number of shares of
Cypress that, together with the shares then owned by Ramius, its
affiliates and its subsidiaries (including, Ramius V&O
Acquisition LLC ("Purchaser")) would represent at least 90% of the
total number of then-outstanding shares on a fully diluted basis,
(2) Cypress' Board of Directors having approved the offer and the
proposed second-step merger described herein under Section 203 of
the Delaware General Corporation Law ("DGCL") or Ramius being
satisfied, in its sole discretion, that Section 203 of the DGCL is
inapplicable to the offer and the potential merger thereafter, (3)
Cypress not having entered into or effectuated any agreement or
transaction with any person or entity having the effect of
impairing Purchaser's or Ramius' ability to acquire Cypress or
otherwise diminishing the expected value to Ramius of the
acquisition of Cypress, (4) Cypress having a balance of at least
$80 million in cash or cash
equivalents immediately prior to the consummation of the offer, (5)
Ramius, or one of its affiliates, entering into a definitive
agreement with RP Management, LLC, Administrator of Royalty Pharma
Finance Trust, regarding financing to complete the purchase of all
of the outstanding shares and (6) the expiration or termination of
all waiting periods imposed by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the regulations
thereunder.
Innisfree M&A Incorporated is acting as information agent
for Ramius' offer and Olshan Grundman Frome Rosenzweig &
Wolosky LLP is acting as legal counsel to Ramius.
The offer documents, including the Offer to Purchase and the
Letter of Transmittal, will be filed today with the Securities and
Exchange Commission ("SEC"). Cypress stockholders may obtain copies
of the offer documents when they become available at www.sec.gov.
Free copies of such documents can also be obtained when they become
available by calling Innisfree M&A Incorporated, toll-free at
(877) 717-3936 or collect at (212) 750-5833.
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 WILL FILE WITH THE SEC. STOCKHOLDERS SHOULD READ THESE
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. STOCKHOLDERS WILL
BE ABLE TO 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 BY CONTACTING INNISFREE M&A
INCORPORATED, TOLL-FREE AT (877) 717-3936 OR COLLECT AT
(212) 750-5833.
Any forward-looking statements contained in this release are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are inherently subject to a variety of risks and
uncertainties that could cause actual results to differ materially
from those projected. These risks and uncertainties include, among
others: the willingness of Cypress stockholders to tender their
shares in the tender offer and the number and timing of shares
tendered; the receipt of third party consents to the extent
required for the acquisition; and satisfaction of the various
closing conditions. Other important factors that could cause actual
results to differ materially are included but are not limited to
those listed in Cypress' periodic reports and registration
statements filed with the SEC. Ramius undertakes no obligation to
update information contained in this release.
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
Mark Mitchell,
212-845-7988
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Gavin Molinelli,
212-201-4828
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SOURCE Ramius LLC
Copyright . 15 PR Newswire