SurModics Inc (SRDX)

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Ramius’ 13D ...

Ramius Value and Opportunity Master Fund Ltd (Cowen Overseas Investment LP, etc.) filed a 13D today stating that they own 12% of SRDX’s common stock and are forwarding three nominees for the SRDX Board.

The 13D explains that:

On November 10, 2010, Value and Opportunity Master Fund delivered a letter to the Issuer (the “Nomination Letter”) nominating Dr. Dantzker and Messrs. Meckler and Smith (the “Nominees”), as set forth therein, and announcing its intention to solicit proxies for their election to the Issuer’s Board of Directors (the “Board”) at the Issuer’s 2011 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2011 Annual Meeting”). The Reporting Persons intend to engage in discussions with management and the Board of the Issuer regarding the nomination of directors at the 2011 Annual Meeting and the composition of the Issuer’s Board generally.

On November 17, 2010, Value and Opportunity Advisors delivered a letter to the Board expressing its disappointment and concern regarding the long-term underperformance of the Issuer’s business and stock price. In the letter, Value and Opportunity Advisors stated that a reconstituted Board, mutually agreeable to the Issuer and the Reporting Persons, is in the best interest of shareholders and necessary for determining the right strategic direction for the Issuer and the right path forward to improve shareholder value. The letter further urged the Board to consider the Reporting Persons’ highly qualified Nominees, who have the necessary experience and desire to assist the Company in promptly determining the appropriate strategy to address the long-term underperformance of the Issuer’s business and stock price.

Most of these shares (1,838,760 of the 2,088,760 shares purchased) were acquired between 9/13/2010 and 11/16/2010. Ramius’ average cost was about $9.71/share.

Ramius is unlikely to be a passive shareholder (as evidenced by their immediate slate of nominees for the upcoming SRDX annual meeting).

A feeling for their style might be gleaned from their recent unsolicited offer for Cypress Bioscience.

CYPB’s 11/9/2010 10Q describes the offer in the following way:

Offer by Ramius

On July 19, 2010, we received an unsolicited proposal from Ramius LLC (“Ramius”) to acquire Cypress for $4.00 per share in cash. Our Board of Directors reviewed the Ramius proposal with our financial and legal advisors, and on August 5, 2010, we wrote to Ramius advising them that our Board of Directors had rejected the offer.

On September 15, 2010 Ramius commenced an unsolicited tender offer to acquire all of our outstanding common shares at a price of $4.25 per share in cash. Our Board of Directors reviewed the unsolicited tender offer and on September 28, 2010, we announced that our Board of Directors had unanimously rejected the offer. The Ramius offer is scheduled to expire on December 10, 2010, unless extended.

Some additional color on Ramius’ CYPB offer can be found at:

http://www.xconomy.com/san-diego/2010/07/19/ramius-makes-unsolicited-bid-for-cypress-bioscience/

http://www.marketwire.com/press-release/Cypress-Bioscience-Board-Directors-Unanimously-Rejects-Ramius-Unsolicited-Tender-Offer-NASDAQ-CYPB-1325986.htm