Navigation Links
Ramius Offers to Enter Into Immediate and Exclusive Negotiations to Acquire Cypress Bioscience for $5.50 Per Share
Date:12/10/2010

/li>
  • The financing condition of the existing tender offer would be removed, including any requirement for future due diligence.
  • A seller-friendly second-step merger agreement with limited representations and warranties.
  • V&O Acquisition would be willing to close on the tender offer as soon as legally permissible, i.e., 10 business days after the announcement of the execution of the definitive merger agreement subject to Hart-Scott-Rodino ("HSR") approval.  V&O Acquisition is prepared to seek early termination of the waiting period under HSR.  V&O Acquisition is also prepared to reduce the 90% stock tender condition to 50.1% of the outstanding Common Stock upon execution of the merger agreement if the parties can negotiate an appropriate top-up option and subsequent offering period to facilitate a short-form second step merger.
  • V&O Acquisition is willing to provide a broad fiduciary out in the merger agreement for any higher or better offer received prior to the closing of the tender offer, with the breakup fee on the low end of fairness, i.e., two percent (2%) of transaction value.

  • Time is of the essence.  The above offer is subject to the condition that Cypress commences exclusive negotiations with V&O Acquisition no later than Friday, December 10, 2010 and enters into a definitive merger agreement by no later than Sunday, December 12, 2010.  

    V&O Acquisition appreciates that the Board of Directors and its financial advisors have fashioned a process by which Cypress has had the opportunity to fully explore strategic alternatives.  We believe stockholders are expecting the Board of Directors to bring this process to a prompt conclusion with a transaction that provides a high degree of certainty that they will receive immediate full and fair value for their shares.  The benefits of the Revised Offer should be clear to all concerned.


    '/>"/>
    SOURCE Ramius LLC
    Copyright©2010 PR Newswire.
    All rights reserved

    Page: 1 2 3 4 5 6

    Related biology technology :

    1. Cypress Denies Ramius Legal Right to Stockholder List Materials
    2. UC San Diego Offers New Certificate for Clinical Trials Administration in Latin America
    3. U of C scientist offers better ways to engineer Earths climate to prevent dangerous global warming
    4. Emerson Ecologics Exclusively Offers EcoNugenics ProstaCaid
    5. New paper offers breakthrough on blinking molecules phenomenon
    6. Promega Now Offers Complete Solution for Profiling Kinase Inhibitor Compounds Against the Human Kinome
    7. Research from Rensselaer Polytechnic Institute professor offers clues to Alzheimers disease
    8. Carl Zeiss Offers Online Promotions – Discounts on Stereomicroscopy and Converting to 3D Imaging
    9. MD Biosciences Offers Occlusion-induced Myocardial Infarct Model for Investigating the Cardio-protection of a Drug Treatment in the Event of Ischemia/reperfusion Injury
    10. Summit Dental Institute Offers A Hands-On One-Day Imtec MDI Mini Dental Implant Certification Course For Dentists
    11. Michael Youssef Offers Insight into the Muslim Perspective on Oil and the World Economy
    Post Your Comments:
    *Name:
    *Comment:
    *Email:
    (Date:8/26/2015)... and BEIJING , August 26, 2015 ... Impressive Acheivements  DiaCardio wins 1 st place  ... The competition, led in Israel by venture ... startups from countries including the US, China , ... Latin America .  Impressive achievement for ...
    (Date:8/26/2015)... , August 26, 2015 After litigating ... Europlasma NV relating to P2i United States ... their dispute in the United States ... the part of either party. As a result of the ... of California dismissed the case without ...
    (Date:8/26/2015)... ... August 26, 2015 , ... PRC Clinical, a Clinical Trial ... with local sponsors in southern California. The Clinical Trial Management Expert CRO seeks to ... regulatory pathways., , Stem Cell Meeting on the Mesa ...
    (Date:8/25/2015)... 2015   WuXi PharmaTech (Cayman) Inc. (NYSE: ... platform company serving the pharmaceutical, biotechnology, and medical device ... Kong Exchange Stock Code: 0950), a research-based biopharmaceutical company ... 20 years of operations in China ... an agreement whereby WuXi,s Laboratory Testing Division (LTD) will ...
    Breaking Biology Technology:Israeli Startup Takes First Place at Shengjing Global Innovation Awards 2015 2Israeli Startup Takes First Place at Shengjing Global Innovation Awards 2015 3Israeli Startup Takes First Place at Shengjing Global Innovation Awards 2015 4Israeli Startup Takes First Place at Shengjing Global Innovation Awards 2015 5Israeli Startup Takes First Place at Shengjing Global Innovation Awards 2015 6P2i Settles United States Litigation 2PRC Clinical To Attend Major Industry Conferences And Meet Sponsor Companies In The San Diego Biotech Hub 2PRC Clinical To Attend Major Industry Conferences And Meet Sponsor Companies In The San Diego Biotech Hub 3WuXi PharmaTech to Be Exclusive Supplier of Laboratory Testing Services to Lee's Pharm 2WuXi PharmaTech to Be Exclusive Supplier of Laboratory Testing Services to Lee's Pharm 3
    ... InterMune, Inc. (Nasdaq: ITMN ) today announced that ... InterMune, will present at Citi,s 4th Annual Biotech Day in ... EDT. To access a live audio webcast of the ... the investor relations page of InterMune,s corporate website at ...
    ... field of molecular diagnostics for lung cancer, has announced that Stephen ... Ph.D. has joined the company as Vice President of Operations and ... ... 2009 -- Allegro Diagnostics, a leader in the field of molecular ...
    ... Therapeutics, Inc. (Nasdaq: NLTX ), a leading company ... announced today that, in the course of reviewing the Investigational ... U.S. Food and Drug Administration (FDA) to support the initiation ... the treatment of acute heart failure, the FDA has placed ...
    Cached Biology Technology:Allegro Diagnostics Expands Board and Executive Team 2Allegro Diagnostics Expands Board and Executive Team 3Allegro Diagnostics Expands Board and Executive Team 4Nile Therapeutics Provides Update on Phase II CD-NP Clinical Trial for Acute Heart Failure 2
    (Date:8/18/2015)... Research and Markets ( http://www.researchandmarkets.com/research/9dmm6l/global_biometric ) ... Biometric Authentication & Identification Market: Focus On Modality, ... report to their offering. ... is expected to grow at an estimated CAGR ... over $25 billion (approximately) by 2020 as per ...
    (Date:8/12/2015)... , Aug. 12, 2015  Synaptics Inc. (NASDAQ: ... interface solutions, today announced that four of its ... solution, have officially been named FIDO Certified™ by ... of the certification, Synaptics, Natural ID™ fingerprint solutions ... Authentication Framework (UAF) standard and are interoperable among ...
    (Date:8/6/2015)... and TELTOW, Germany , August 6, ... Conference, SensoMotoric Instruments (SMI) shows the world,s ... , based on Epson,s Moverio BT-200 see-through head ... With this new solution, unprecedented quality and efficiency is ... with context-sensitive displays. For the first time, professionals and ...
    Breaking Biology News(10 mins):Global Biometric Authentication & Identification Market 2015: Focus On Modality, Motility & Application - Estimation & Forecasts to 2020 for the $25 Billion Industry 2Synaptics Announces FIDO Certification of Natural ID Fingerprint Solutions 2Synaptics Announces FIDO Certification of Natural ID Fingerprint Solutions 3SMI Shows First Eye Tracking Upgrade for Augmented Reality Glasses 2SMI Shows First Eye Tracking Upgrade for Augmented Reality Glasses 3
    ... help scientists "build" new biological systems, Princeton University scientists ... enable the growth of living cells. The team ... nature, and the scientists showed that they can produce ... as proteins produced by nature,s own toolkit. ...
    ... ATHENS, Ohio (Jan. 6, 2011) Ohio University ... the bioengineering profession,s highest honor, the Fritz J. and ... Hood of Seattle, Washington, for his discoveries related to ... president and co-founder of the Institute for Systems Biology, ...
    ... at the University of Connecticut Health Center have identified a ... a predictor of heart attack. Their research, led by ... Cardiology Center, is published in the Jan. 11 issue of ... It found heart attack patients had elevated levels of the ...
    Cached Biology News:Princeton scientists construct synthetic proteins that sustain life 2Princeton scientists construct synthetic proteins that sustain life 3DNA sequencing pioneer receives 2011 Russ Prize 2DNA sequencing pioneer receives 2011 Russ Prize 3
    ... Tyrosine Hydroxylase (Ser40) Polyclonal Antibody ... against synthetic phosphopeptide corresponding to ... phospho-Ser40 of rat Tyrosine Hydroxylase ... by sequential chromatography on phospho- ...
    Monoclonal Antibody to GLP Immunogen: Ni-NTA purified truncated recombinant GLP expressed in E. Coli strain BL21 (DE3)...
    Biotin anti-human CD164...
    Co-precipitant is free of background polynucleotides,Dnases,Rnases, proteases. 20mg/ml...
    Biology Products: