Cypress Bioscience (CYPB) will consider putting itself up for sale or unloading part of its assets in an attempt to nullify or better a pending buyout offer made by a New York hedge fund. Ramius, a Cowen Group fund that owns 10 percent of Cypress, is offering $148 million for the shares it does not own. At $4.25 per share, Cypress’ management says the bid “grossly undervalues” its current business and future prospects.
The fund says Cypress has so far refused to negotiate with its representatives directly, despite the fact that it has expressed a willingness to potentially sweeten its bid. Ramius raised its offer once already, from $4 per share to $4.25 per share.
The spat, ostensibly over whether Cypress is making the best use of its assets, has played out in competing press statements, letters, and regulatory filings. It has also led Cypress’ board to adopt a poison pill. The temporary stockholders rights agreement is intended to “maintain the status quo while we are pursuing strategic alternatives,” says Daniel Petree, Cypress’ lead independent director.
“The Cypress board unanimously determined that the Ramius offer grossly undervalues Cypress' current business and future prospects, is highly conditional rendering it illusory and is not in the best interests of Cypress stockholders, other than Ramius and its affiliates,” says Petree.
In its most recent letter, dated September 30, Ramius managing director, Jeffrey Smith, calls Cypress' commitment to finding the best option for its shareholders “extremely vague.”
The fund’s tender offer for Cypress’ shares stands open through midnight, October 13, unless Ramius chooses to extend that deadline.
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 cypbtender@ramius.com.
Exagen Diagnostics announces purchase of Cypress Diagnostic Business; no terms disclosed
9:02 am ET 10/12/2010- Briefing.com
Exagen Diagnostics announces the purchase of Cypress Bioscience (CYPB) diagnostic business. No terms were disclosed. Exagen will purchase the diagnostic business in its entirety, including all testing services, intellectual property rights and equipment. Exagen has offered employment to all Cypress laboratory employees.
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