SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 4)
CYPRESS BIOSCIENCE, INC.
(Name of Subject Company)
CYPRESS BIOSCIENCE, INC.
(Name of Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
232674507
(CUSIP Number of Class of Securities)
Jay D. Kranzler M.D., Ph.D.
Chief Executive Officer
Cypress Bioscience, Inc.
4350 Executive Drive, Suite 325
San Diego, CA 92121
(858) 452-2323
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing Statement)
With copies to:
Frederick T. Muto, Esq.
Barbara L. Borden, Esq.
David A. Lipkin, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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TABLE OF CONTENTS
This Amendment No. 4 to Schedule 14D-9 amends and supplements the Schedule 14D-9 (as amended)
previously filed by Cypress Bioscience, Inc., a Delaware corporation (“
Cypress
”), with the
Securities and Exchange Commission (the “
SEC
”) on September 28, 2010, as amended by
Amendment No. 1 to Schedule 14D-9 previously filed by Cypress with the SEC on October 4, 2010,
Amendment No. 2 to Schedule 14D-9 previously filed by Cypress with the SEC on October 14, 2010 and
Amendment No. 3 to Schedule 14D-9 previously fed by Cypress with the SEC on December 21, 2010,
relating to the tender offer by Ramius V&O Acquisition LLC, a Delaware limited liability company
which is owned by Ramius Value and Opportunity Advisors LLC, a Delaware limited liability company,
Royalty Pharma US Partners 2008, LP, a Delaware limited partnership, Royalty Pharma US Partners,
LP, a Delaware limited partnership, and RP Investment Corp., a Delaware corporation, and certain of
their affiliates, including Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master
Fund Ltd, Ramius Optimum Investments LLC, Cowen Overseas Investment LP, Ramius Enterprise Master
Fund Ltd, Ramius Advisors, LLC, Cowen Group, Inc., RCG Holdings LLC, Ramius LLC, C4S & Co., L.L.C.,
Royalty Pharma Cayman Partners, LP, Royalty Pharma Cayman Partners 2008, L.P., Pharmaceutical
Investors, LP, Pharma Management, LLC and RP Management, LLC, to purchase all the issued and
outstanding shares of Cypress’ common stock, $0.001 par value per share, together with the
associated preferred stock purchase rights for $6.50 per share, net to the seller in cash, without
interest and subject to any required withholding of taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 15, 2010, as amended by Amendment
No. 1 to Schedule TO on September 20, 2010, Amendment No. 2 to Schedule TO on September 21, 2010,
Amendment No. 3 to Schedule TO on September 30, 2010, Amendment No. 4 to Schedule TO on October 12,
2010, Amendment No. 5 to Schedule TO on October 14, 2010, Amendment No. 6 to Schedule TO on
November 3, 2010, Amendment No. 7 to Schedule TO on December 10, 2010, Amendment No. 8 to Schedule
TO on December 14, 2010, Amendment No. 9 to Schedule TO on December 15, 2010, Amendment No. 10 to
Schedule TO on December 20, 2010, and by Amendment No. 11 to Schedule TO on December 21, 2010, and
in the related Letter of Transmittal, each of which may be amended or supplemented from time to
time.
Item 8.
Additional Information.
The paragraph under the section titled “Legal Proceedings” is hereby amended and restated to
read as follows:
“On September 17, 2010, David Bates, individually and on behalf of all others similarly
situated (“
Bates
”), filed a complaint against Cypress and its directors in the Court of Chancery
of the State of Delaware (the “
Delaware Court
”) alleging that the directors breached
their fiduciary duties of good faith, loyalty and due care. On December 23, 2010, an amended
and restated complaint was filed with the Delaware Court to also allege that the directors
breached the fiduciary duties of disclosure and that the Ramius/RP Group aided and abetted the
directors’ breach of fiduciary duties. Additionally, on December 23, 2010, Bates filed a motion
for expedited discovery and a motion for preliminary injunction to enjoin the consummation of
the Transactions.
On December 28, 2010, Conceicao Demedeiros, individually and on behalf of all others
similarly situated (“
Demedeiros
”), filed a complaint against Cypress, Ramius, RP US, RP US 2008,
RP US Corp, and Offeror (collectively, the “
Ramius/RP
Defendants
”) in the Superior Court of the
State of California, alleging that the directors breached their fiduciary duties of good faith,
loyalty, due care and full and fair disclosure. The complaint further alleges that Cypress and
the Ramius/RP Defendants aided and abetted the directors’ breaches of fiduciary duties.”
Item 9.
Exhibits.
Item 9 is hereby amended and restated to read as follows:
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“Exhibit No.
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Description
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(a)(1)(A)
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Amended and Restated Offer to Purchase, dated December 20, 2010. (1)
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(a)(1)(B)
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Amended and Restated Letter of Transmittal (including Guidelines for Certification for
Taxpayer Identification Number on Substitute Form W-9). (1)
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(a)(1)(C)
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Amended and Restated Notice of Guaranteed Delivery. (1)
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1