SAN DIEGO and NEW YORK, Jan. 6,
2011 /PRNewswire/ -- Ramius V&O Acquisition LLC
("V&O Acquisition"), affiliates of Ramius LLC (collectively,
"Ramius") and affiliates of Royalty Pharma (together with Ramius
and Purchaser, the "Ramius/RP Group") announced today that V&O
Acquisition has successfully completed its cash tender offer to
purchase all of the outstanding shares of Cypress Bioscience, Inc.
(Nasdaq: CYPB) ("Cypress") not already owned by it or its
subsidiaries for $6.50 per share in
cash. The tender offer expired, as scheduled, at 12:00
Midnight, New York City time, on
Wednesday, January 5, 2011.
As of the expiration of the tender offer, approximately 73.6% of
the outstanding Cypress shares were tendered in response to the
$6.50 per share cash offer. In
addition, V&O Acquisition holds approximately 9.9% of the
outstanding Cypress shares so that an aggregate of approximately
83.5% of the outstanding Cypress shares have been tendered in the
offer or are held by the Ramius/RP Group and/or V&O
Acquisition.
The Depositary for the offer, Computershare Trust
Company, N.A., has advised V&O Acquisition that a total of
28,712,988 shares of Cypress common stock were validly tendered in
the offer and not withdrawn (excluding 1,248,293 shares tendered
pursuant to guaranteed delivery procedures). All validly
tendered shares have been accepted for payment in accordance with
the terms of the tender offer, and the consideration for all such
shares either has been paid or will promptly be paid.
The Ramius/RP Group also announced that V&O Acquisition
intends to exercise its "top-up" option under the merger agreement
with Cypress to acquire additional shares of common stock of
Cypress and that following this issuance, the Ramius/RP Group will
effect a short-form merger of V&O Acquisition with and into
Cypress. As a result of this merger, all outstanding shares
of Cypress not purchased by V&O Acquisition in the tender offer
(other than those as to which holders properly exercise appraisal
rights and those owned by the Ramius/RP Group) will be cancelled
and converted into the right to receive the same $6.50 per share in cash, without interest and
less any required withholding taxes, to be paid in the tender
offer
Jefferies & Company, Inc. acted as financial advisors to
Cypress and Cooley LLP, Sullivan & Cromwell LLP and Potter
Anderson & Corroon LLP acted as Cypress' legal advisors.
Perella Weinberg Partners acted as financial advisors to the
Board of Directors of Cypress. Olshan Grundman Frome Rosenzweig
& Wolosky LLP acted as legal advisor to Ramius. Groton Partners
acted as financial advisor to Royalty Pharma. Goodwin Procter LLP
and Akin Gump, Strauss, Hauer & Feld, LLP acted as legal
advisors to Royalty Pharma.
About Cypress
Cypress is a pharmaceutical company dedicated to the development
of innovative drugs targeting large unmet medical needs for
patients suffering from a variety of disorders of the central
nervous system. Since 1999, Cypress has received FDA approvals for
both of the products it brought to the FDA during that period,
including for Prosorba™, a medical device for rheumatoid arthritis,
and Savella® (milnacipran HCl), for fibromyalgia. The Company
focuses on generating stockholder value by reaching clinical
development milestones as quickly and efficiently as possible.
Cypress' development-stage assets include CYP-1020 for cognitive impairment in
schizophrenia, Staccato® nicotine for smoking cessation and
intranasal carbetocin for autism. More information on Cypress and
its products and development assets is available at
http://www.cypress.com/.
About Ramius
Ramius LLC is a registered investment advisor that manages
assets in a variety of alternative investment strategies. Ramius
LLC is headquartered in New York
with offices located in London,
Luxembourg, Tokyo, Hong
Kong and Munich.
About Royalty Pharma
Royalty Pharma is the industry leader in acquiring
revenue-producing intellectual property — principally royalty
interests in marketed and late stage biopharmaceutical products
with a market value of over $2 billion. Royalty Pharma
currently owns a diversified portfolio of royalty interests in
several high-quality blockbuster biopharmaceutical products,
including Amgen's Neupogen® and Neulasta®, Genentech's Rituxan®,
Gilead's Emtriva®, Truvada® and Atripla®, Celgene's Thalomid®, and
now Abbott's Humira®. The company has a ten year history of
providing value to holders of royalty interests, including its
joint $525 million acquisition with Gilead Sciences of
Emory University's emtricitabine
royalty interest and its acquisitions of approximately 80% of
Memorial Sloan Kettering's U.S. and international royalty interests
in Neupogen® and Neulasta® for over $400 million. The strong
market position enjoyed by the products in which Royalty Pharma
owns royalties — generally the sole or number one product in their
therapeutic classes — and its revenue diversification are some of
the key attributes contributing to the investment grade rating of
Royalty Pharma's finance trust, which is further wrapped by a
mono-line insurer to "AAA"/"Aaa" by S&P and Moody's. More
information on Royalty Pharma is available at
www.royaltypharma.com.
NOTICE TO INVESTORS
The statements in this release regarding the merger are
forward-looking statements. Forward-looking statements are
inherently subject to a variety of risks and uncertainties that
could cause actual results to differ materially from those
projected. These risks include, in the case of the merger, the
failure of any of the conditions precedent to be satisfied or
waived. Further explanation of the terms and conditions of the
merger is set forth in the relevant tender offer documents that
were filed with the United States Securities and Exchange
Commission ("SEC") on December 20,
2010. These materials (and all other offer documents filed
with the SEC) are available at no charge on the SEC's web site
(www.sec.gov) or by contacting Innisfree M&A Incorporated
toll-free at (877) 717-3936 or collect at (212) 750-5833.
For
Cypress
|
For
Ramius
|
For Royalty
Pharma
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Matthew Sherman or
Dara Silverstein
212-355-4449
both of Joele Frank,
Wilkinson
Brimmer Katcher
Amy Bilbija or Bob
Marese
212-929-5500
both of MacKenzie Partners,
Inc.
|
Peter Feld,
212-201-4878, or
Gavin Molinelli
212-201-4828
both of Ramius LLC
|
Pablo Legorreta
212-883-2289, or
Alexander V. Perfall
212-883-2298
|
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SOURCE Ramius V&O Acquisition LLC