NEW YORK, Nov. 2, 2010 /PRNewswire/ -- Ramius Value and
Opportunity Advisors LLC, a subsidiary of Ramius LLC (collectively,
"Ramius"), today announced that it is extending its previously
announced tender offer for all outstanding shares of common stock
of Cypress Bioscience, Inc. ("Cypress" or "the Company") (Nasdaq:
CYPB) until 12:00 Midnight, New York
City time, on December 10,
2010, unless the offer is further extended. The tender
offer was previously scheduled to expire at 12:00 Midnight,
New York City time, on
November 10, 2010. All other
material terms and conditions of the tender offer remain
unchanged.
As of the close of business on November
1, 2010, approximately 2,098,955 shares of Common Stock of
Cypress, representing approximately 5.4% of all outstanding shares,
were validly tendered and not withdrawn pursuant to the tender
offer. This amount does not include the 3,815,000 shares
owned by Ramius and its affiliates.
On September 15, 2010, Ramius
announced that it commenced a tender offer to acquire all of the
outstanding shares of common stock of Cypress for $4.25 per share in cash. This offer represents a
70% premium over the $2.50 closing
price of Cypress' stock on July 16,
2010, the last trading day before Ramius publicly announced
its proposal to acquire the Company for $4.00 per share in cash.
Ramius has entered into a confidentiality agreement with Cypress
to conduct due diligence in connection with its tender offer or a
possible negotiated transaction with Cypress. The confidentiality
agreement does not restrict Ramius' ability to continue or
consummate its current tender offer or to conduct a proxy
solicitation in connection with the Company's 2011 Annual Meeting
of Stockholders.
Innisfree M&A Incorporated is acting as information agent
for Ramius' offer and Olshan Grundman Frome Rosenzweig &
Wolosky LLP is acting as legal counsel to Ramius.
For further information regarding Ramius' tender offer,
shareholders can visit www.tenderforcypressbio.com.
Otherwise, to contact Ramius directly, stockholders can email
contact information to cypbtender@ramius.com.
IMPORTANT INFORMATION REGARDING THE TENDER OFFER
Ramius V&O Acquisition LLC, a wholly-owned subsidiary of
Ramius Value and Opportunity Advisors LLC, has commenced, along
with certain of its affiliates, a tender offer to purchase all of
the outstanding shares of common stock of Cypress at $4.25 per share, net to the seller in cash,
without interest. The offer is now scheduled to expire at
12:00 Midnight, New York City
time, on December 10, 2010, unless
the offer is extended.
Innisfree M&A Incorporated is the Information Agent for the
tender offer and any questions or requests for the Offer to
Purchase and related materials with respect to the tender offer may
be directed to Innisfree M&A Incorporated.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES.
THE SOLICITATION AND THE OFFER TO BUY CYPRESS' COMMON STOCK
IS ONLY BEING MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED
MATERIALS THAT RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC HAS FILED
(AND WILL FILE) WITH THE SECURITIES AND EXCHANGE COMMISSION.
STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND
CONDITIONS OF THE OFFER. STOCKHOLDERS MAY OBTAIN THE OFFER TO
PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER
FREE AT THE SEC'S WEBSITE AT WWW.SEC.GOV/ OR FROM RAMIUS LLC BY
CONTACTING INNISFREE M&A INCORPORATED TOLL-FREE AT (877)
717-3936 OR COLLECT AT (212) 750-5833.
The offer is now scheduled to expire at 12:00 Midnight,
New York City time, on
December 10, 2010, unless
extended.
About Ramius LLC
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.
Contact:
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Ramius LLC
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Peter Feld,
212-201-4878
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Gavin Molinelli,
212-201-4828
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SOURCE Ramius LLC