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Tuesday, December 14, 2010 11:12:23 AM
Cypress Board Rejects Ramius' $6.00 All-Cash Offer
Announces Intention to Increase Tender Offer to $6.00 Per Share in Cash
<I am still holding on to my position
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Press Release Source: Ramius LLC On Tuesday December 14, 2010, 10:51 am
NEW YORK, Dec. 14, 2010 /PRNewswire/ -- Ramius V&O Acquisition LLC, a subsidiary of Ramius LLC (collectively, "Ramius"), today announced that Cypress Bioscience, Inc. (Nasdaq:CYPB - News) has rejected its fully financed offer to acquire all of Cypress' outstanding Common Stock in a negotiated transaction for $6.00 per share in cash.
Ramius and affiliates of Royalty Pharma Finance Trust ("Royalty Pharma") had fully negotiated the terms of a definitive merger agreement with Cypress over the past few days and in connection therewith increased their offer to acquire all of Cypress' outstanding Common Stock to $6.00 per share in cash. Yesterday, Ramius and Royalty Pharma were led to believe that the revised offer would likely be acceptable to the Board of Directors of Cypress and that the Board would be meeting last night to consider the revised offer.
Unfortunately, Ramius and Royalty Pharma learned Monday night that the Board had rejected its offer and that the Company is pursuing an alternative transaction with a third party. Ramius and Royalty Pharma believe that the Company is now considering a less certain, alternative transaction with this third party.
In light of the foregoing, Ramius intends to promptly amend its current tender offer to increase the offer price to $6.00 per share in cash and, among other things, to eliminate the financing condition.
Ramius currently owns 9.9% of Cypress and commenced a tender offer on September 15, 2010 to purchase all of the shares of Cypress it does not currently own for $4.25 per share.
Ramius urges the members of the Cypress Board to carefully consider their fiduciary duties to Cypress' stockholders and to give Cypress stockholders an opportunity to choose which transaction they prefer. In particular, Ramius urges the Cypress Board not to agree to any break-up fee with the other party or any other terms that are disadvantageous to Ramius and Cypress' stockholders.
Announces Intention to Increase Tender Offer to $6.00 Per Share in Cash
<I am still holding on to my position
> Press Release Source: Ramius LLC On Tuesday December 14, 2010, 10:51 am
NEW YORK, Dec. 14, 2010 /PRNewswire/ -- Ramius V&O Acquisition LLC, a subsidiary of Ramius LLC (collectively, "Ramius"), today announced that Cypress Bioscience, Inc. (Nasdaq:CYPB - News) has rejected its fully financed offer to acquire all of Cypress' outstanding Common Stock in a negotiated transaction for $6.00 per share in cash.
Ramius and affiliates of Royalty Pharma Finance Trust ("Royalty Pharma") had fully negotiated the terms of a definitive merger agreement with Cypress over the past few days and in connection therewith increased their offer to acquire all of Cypress' outstanding Common Stock to $6.00 per share in cash. Yesterday, Ramius and Royalty Pharma were led to believe that the revised offer would likely be acceptable to the Board of Directors of Cypress and that the Board would be meeting last night to consider the revised offer.
Unfortunately, Ramius and Royalty Pharma learned Monday night that the Board had rejected its offer and that the Company is pursuing an alternative transaction with a third party. Ramius and Royalty Pharma believe that the Company is now considering a less certain, alternative transaction with this third party.
In light of the foregoing, Ramius intends to promptly amend its current tender offer to increase the offer price to $6.00 per share in cash and, among other things, to eliminate the financing condition.
Ramius currently owns 9.9% of Cypress and commenced a tender offer on September 15, 2010 to purchase all of the shares of Cypress it does not currently own for $4.25 per share.
Ramius urges the members of the Cypress Board to carefully consider their fiduciary duties to Cypress' stockholders and to give Cypress stockholders an opportunity to choose which transaction they prefer. In particular, Ramius urges the Cypress Board not to agree to any break-up fee with the other party or any other terms that are disadvantageous to Ramius and Cypress' stockholders.
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