NEW YORK, Sept. 21 /PRNewswire/ -- Ramius Value and
Opportunity Advisors LLC, a subsidiary of Ramius LLC (collectively,
"Ramius"), today announced that Cypress Bioscience, Inc. (Nasdaq:
CYPB) has denied Ramius' legitimate request for a list of the
Company's stockholders. Ramius owns 9.9% of the outstanding
shares 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 requested
the stockholder list materials in accordance with its rights as a
stockholder under Delaware law in
order to communicate with other stockholders of the Company in
connection with its tender offer.
Ramius Partner Managing Director Jeffrey
C. Smith, in response to the Company's efforts to block
Ramius from communicating with stockholders, stated, "The Company
has no legal basis for denying Ramius' right to communicate with
Cypress stockholders. We have urged the Board on more than one
occasion to refrain from taking any actions to prevent stockholders
from deciding the future of the Company. This refusal to comply
with our basic request under Delaware law shows that the Company will stop
at nothing to obstruct our tender offer from succeeding and is more
concerned with entrenching the Board and management than maximizing
shareholder value."
Smith continued, "We have commenced litigation in Delaware to enforce our rights as stockholders
and compel the Company to make the stockholder list materials
available to Ramius. We are undeterred in our pursuit of
acquiring Cypress and will take all necessary legal steps to ensure
that our rights and the rights of all stockholders are
protected."
Since the Company has refused to make the stockholder list
available, Ramius urges all Cypress stockholders to contact Ramius
directly at the numbers listed below or at cypbtender@ramius.com in
order to facilitate further communications with stockholders
regarding the tender offer.
For specific questions or requests for additional information
about tendering your shares, stockholders should contact Innisfree
M&A Incorporated, the Information Agent for the tender offer,
toll-free at (877) 717-3936 or collect at (212) 750-5823.
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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Gavin Molinelli,
212-201-4828
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SOURCE Ramius LLC
Copyright . 21 PR Newswire