Navigation Links
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V&O Acquisition that a total of 28,712,988 shares of Cypress common stock were validly tendered in the offer and not withdrawn (excluding 1,248,293 shares tendered pursuant to guaranteed delivery procedures).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 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 CypressCypress 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 RamiusRamius 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 PharmaRoyalty 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 INVESTORSThe 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 CypressFor RamiusFor Royalty PharmaMatthew 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
'/>"/>

SOURCE Ramius V&O Acquisition LLC
Copyright©2010 PR Newswire.
All rights reserved

Related medicine technology :

1. Cypress Bioscience Board of Directors to Review Unsolicited Tender Offer from Ramius LLC
2. Ramius and Royalty Pharma Extend Tender Offer Until January 5, 2011 Pursuant to Definitive Merger Agreement
3. Paul Capital Healthcare Purchases Additional Royalty Interest in GlaxoSmithKlines Rotarix(R)
4. Alseres Pharmaceuticals Enters Agreement to Amend Cethrin(R) License to Lower Milestone Payments and Royalty Rates
5. Beckman Coulter Buys Out Royalty Obligation for Preeclampsia Markers
6. Neurobiological Technologies Reports Receipt of $1.5 Million Royalty Payment for Quarterly Sales of Memantine
7. Royalty Pharma Announces that Alexander von Perfall Joins Management Team
8. Unilens Vision Reports Record First Quarter Earnings and Royalty Income
9. Thomson Scientific Publishes The Ones to Watch - A Quarterly Review of Phase Changes in the Pharmaceutical Pipeline
10. Auxilium Pharmaceuticals, Inc. Receives Clearance to Resume Clinical Trials for XIAFLEX(TM)
11. Vion Pharmaceuticals Completes Accrual of 85 Patients to its Pivotal Phase II Trial of Cloretazine(R) (VNP40101M) in Elderly AML
Post Your Comments:
*Name:
*Comment:
*Email:
(Date:5/25/2016)... GERMANTOWN, Maryland , May 25, ... Therawis bedient dringenden Bedarf ... QIAGEN N.V. (NASDAQ: QGEN ; ... Lizenz- und Entwicklungsvereinbarung mit Therawis Diagnostics GmbH zur ... eingegangen zu sein. Ein erstes Projekt wird die ...
(Date:5/25/2016)... Florida , May 25, 2016 ... Conference & Expo earlier this month, the numbers and ... revenues continue to climb into the billions, more research ... newly released 4th Edition State of Legal Marijuana Markets ... a cannabis-focused data-analysis firm, much of the increase in ...
(Date:5/25/2016)... 2016 ReportsnReports.com adds "Chronic ... that provides an overview on therapeutic pipeline of ... stages, therapeutics assessment by drug target, mechanism of ... type, along with latest updates, and featured news ... involved in the therapeutic development for Chronic Cough ...
Breaking Medicine Technology:
(Date:5/26/2016)... ... ... Connor Sports, through its Connor Cares initiative, will continue to expand ... Tour that will commemorate the Indiana Fever legend’s hall-of-fame career and final WNBA ... levels of the game, Connor Sports has committed to a significantly increased focus on ...
(Date:5/26/2016)... ... May 26, 2016 , ... Cardiac arrhythmia is ... impact on long-term patient survival, reports a team of UPMC researchers in the ... in the Journal of Thoracic and Cardiovascular Surgery, provide critical information that will ...
(Date:5/26/2016)... ... May 26, 2016 , ... Catalent ... for drugs, biologics, consumer health and global clinical supply services, today announced two ... support the company’s continued investment and strategic growth plans in the Asia Pacific ...
(Date:5/26/2016)... ... ... to provide hair restoration information to the widest possible audience, Dr. Parsa Mohebi is making ... app. Dr. Mohebi, the founder of Parsa Mohebi Hair Restoration, is making all of his ... says, “The positive response to the Snapchat videos we started last month has been overwhelming. ...
(Date:5/26/2016)... ... May 26, 2016 , ... Eating Recovery Center, Washington ... opening a brand new child and adolescent residential treatment center on June 1. ... even more specialized eating disorder treatment and access to life-saving care. , To ...
Breaking Medicine News(10 mins):