Cypress Bioscience Inc (CYPB)

[eastunder]

Ramius Extends Tender Offer to Acquire Cypress

http://www.knobias.com/story.htm?eid=3.1.10a34db322c7f03e6ab1a2a9290ba72f15336693d88eedb8faee061251fd6ba8

Monday , October 11, 2010 08:46ET

NEW YORK, Oct. 11 /PRNewswire/ -- Ramius Value and Opportunity Advisors LLC, a subsidiary of Ramius LLC (collectively, "Ramius"), today announced that it is extending its previously announced tender offer for all outstanding shares of common stock of Cypress Bioscience, Inc. ("Cypress" or "the Company") (Nasdaq: CYPB) until 12:00 Midnight, New York City time, on November 10, 2010, unless the offer is further extended. The tender offer was originally scheduled to expire at 12:00 Midnight, New York City time, on October 13, 2010. All other material terms and conditions of the tender offer remain unchanged.

Ramius also announced today that it has entered into a confidentiality agreement with Cypress to conduct due diligence in connection with its tender offer or a possible negotiated transaction with Cypress. The confidentiality agreement does not restrict Ramius' ability to continue or consummate its current tender offer or to conduct a proxy solicitation in connection with the Company's 2011 Annual Meeting of Stockholders.

As of the close of business on October 8, 2010, approximately 2,077,707 shares of Common Stock of Cypress, representing approximately 5.4% of all outstanding shares, were validly tendered and not withdrawn pursuant to the tender offer. This amount does not include the 3,815,000 shares owned by Ramius and its affiliates.

On September 15, 2010, Ramius announced that it commenced a tender offer to acquire all of the outstanding shares of common stock of Cypress 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.

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.

For further information regarding Ramius' tender offer, shareholders can visit www.tenderforcypressbio.com. Otherwise, to contact Ramius directly, stockholders can email contact information to [e-mail].