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Ramius and Royalty Pharma Announce Successful Conclusion of Cypress Bioscience Tender Offer
Date:1/6/2011

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V&O Acquisition that a total of 28,712,988 shares of Cypress common stock were validly tendered in the offer and not withdrawn (excluding 1,248,293 shares tendered pursuant to guaranteed delivery procedures).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
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SOURCE Ramius V&O Acquisition LLC
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