NEW YORK, Sept. 20 /PRNewswire/ -- Ramius Value and
Opportunity Advisors LLC, a subsidiary of Ramius LLC (collectively,
"Ramius"), today announced that it has sent a letter to the
independent board members of Cypress Bioscience, Inc. ("Cypress" or
"the Company") (Nasdaq: CYPB). In the letter, Ramius implores
the independent members of the Cypress board to, once and for all,
allow shareholders, the true owners of Cypress, to decide on the
future of the Company. Ramius owns 9.9% of shares outstanding
and has launched a tender offer to purchase all of the shares it
does not currently own for $4.25 per
share in cash.
Ramius Partner Managing Director Jeffrey
C. Smith stated, "It is incumbent upon you, the independent
members of the Cypress board, to allow shareholders to decide for
themselves whether they choose to accept our offer of $4.25 per share in cash by tendering their shares
to us or whether they choose to support management's strategy of
depleting the Company's cash resources in pursuit of
highly-speculative CNS drug development. The choice should be
theirs, not yours."
Smith further stated, "It should be clear that we are committed
to pursuing an acquisition of Cypress and have offered shareholders
a substantial premium for their shares. It is now time for
the board to step aside and allow shareholders to determine the
future of Cypress."
The full text of the letter follows:
To the Independent Board Members
of Cypress Bioscience, Inc.:
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Ramius Value and Opportunity
Advisors LLC, a subsidiary of Ramius LLC (collectively, "Ramius"),
has 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") it does not already
own for $4.25 per share in cash. Our offer represents a 70%
premium to the price on the day prior to our initial acquisition
proposal. You have left us with no choice but to take our
offer directly to Cypress' shareholders due to your repeated
failure to constructively negotiate with us, as well as your
willingness to allow management to continue to engage in
value-destroying transactions.
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Since July 19, 2010, when we
first proposed to acquire Cypress, we have asked that you, the
independent members of the Cypress Board, refrain from entering
into any further material transactions, licensing agreements or
business combinations during the pendency of our offer.
Instead, you have continued to approve transaction after
transaction, each of which has led to an immediate decline in the
value of Cypress' shares in the day following its announcement.
Let us remind you of the massive destruction of shareholder
value that has occurred over an extended period of time on your
watch. In the one-, three-, and five-year periods prior to
our initial acquisition proposal, the value of Cypress shares has
been decimated.
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Stock Performance
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1 Year
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3 Year
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5 Year
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Cypress Bioscience
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(73.6%)
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(81.1%)
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(81.8%)
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Russell 2000 Index
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16.9%
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(28.1%)
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(8.0%)
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NASDAQ Biotechnology
Index
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8.1%
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(2.3%)
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6.0%
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*Stock price data as of July 16,
2010, the day prior to our initial acquisition proposal.
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Our concern regarding the
Board's willingness to blindly follow management's lead in
approving these ill-conceived transactions is further exacerbated
by the sudden resignation of one of your own, Jean-Pierre Million,
who abruptly resigned from the Board citing a
"difference of opinion with
respect to the timing of the execution of the strategy."
Further, in just the past
two weeks, two other independent shareholders, Arcadia Capital
Advisors and RA Capital Healthcare Fund, have issued public letters
expressing their strong discontent with management and the Board's
business strategy and their support of a sale of
Cypress.
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We implore you, the independent
members of the Cypress Board, to once and for all allow
shareholders, the true owners of Cypress, to decide the future of
the Company. We have commenced a tender offer to acquire all
of the outstanding shares of Cypress we do not currently own.
This offer is being made directly to the shareholders.
We caution the Board not to stand in the way of our offer by
putting up any roadblocks or impediments to satisfying any of the
conditions of our tender offer including, but not limited to:
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1) Implementing a
poison pill or other shareholder rights plan;
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2) Entering into
any further transactions, licensing agreements or business
combinations; or
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3) Taking any
action that would result in the Company failing to meet the minimum
cash balance required under the conditions of our tender
offer.
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It is incumbent upon you, the
independent members of the Cypress Board, to allow shareholders to
decide for themselves whether they choose to accept our offer of
$4.25 per share in cash by tendering their shares in the offer or
whether they choose to support management's strategy of depleting
the Company's cash resources in pursuit of highly-speculative CNS
drug development. This choice should be theirs, not yours.
We urge you not to take any action to attempt to block our
tender offer from succeeding. It should be clear that we are
committed to pursuing an acquisition of Cypress and have offered
shareholders a substantial premium for their shares. It is
now time for the Board to step aside and allow shareholders to
determine the future of Cypress.
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Best Regards,
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Jeffrey C. Smith
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Partner Managing
Director
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Ramius LLC
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IMPORTANT INFORMATION REGARDING THE TENDER OFFER
Ramius V&O Acquisition LLC, a wholly-owned subsidiary of
Ramius Value and Opportunity Advisors LLC, has commenced 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 currently
scheduled to expire at 12:00 Midnight, New York City time, on Friday, October 13, 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 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.
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 LLC
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
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Mark Mitchell,
212-845-7988
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Gavin Molinelli,
212-201-4828
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SOURCE Ramius LLC
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