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8-K - FORM 8-K - CYPRESS BIOSCIENCE INC | a58158e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
CYPRESS BIOSCIENCE AGREES TO BE ACQUIRED BY RAMIUS LLC AND
ROYALTY PHARMA FOR $6.50 PER SHARE IN CASH
ROYALTY PHARMA FOR $6.50 PER SHARE IN CASH
SAN DIEGO, CA and NEW YORK December 15, 2010 Cypress Bioscience, Inc. (Nasdaq:
CYPB) (Cypress), a pharmaceutical company engaged in the development of innovative
drugs to treat central nervous system (CNS) disorders, announced today that it has entered into a
definitive merger agreement with Ramius V&O Acquisition LLC, an affiliate of Ramius LLC
(collectively, Ramius) and affiliates of Royalty Pharma (Royalty Pharma), providing for the
acquisition of Cypress by Ramius and Royalty Pharma. Under the terms of the agreement, which was
unanimously approved by Cypress Board of Directors, Ramius will amend its existing tender offer to
acquire all of the outstanding shares of Cypress common stock it does not already own at an
increased price of $6.50 per share in cash. The transaction has a total equity value of
approximately $255 million on a fully-diluted basis.
The $6.50 per share cash purchase price represents a premium of approximately 63% over Ramius
original unsolicited proposal to acquire Cypress for $4.00 per share in cash, and a premium of
approximately 160% to the Companys unaffected share price on July 16, 2010, the last trading day
prior to the public disclosure of Ramius unsolicited proposal.
For more than two months, Cypress Board of Directors undertook a comprehensive evaluation of the
Companys strategic alternatives, said Daniel H. Petree, Lead Independent Director of Cypress
Board of Directors. After thorough and extensive analysis with our financial advisors, Cypress
Board unanimously concluded that this transaction with Ramius and Royalty Pharma provides
significant cash value to our stockholders and is in the best interests of our stockholders,
customers and employees.
Ramius Partner Managing Director Jeffrey C. Smith stated, We are pleased that Cypress Board of
Directors has accepted our all-cash offer of $6.50 per share. We firmly believe that this offer
represents full and fair value for all Cypress stockholders and look forward to an expeditious
closing of the merger. Mr. Smith went on to state, Royalty Pharma has proven to be an extremely
valuable partner in our acquisition of Cypress. Their expertise in investing in and acquiring
royalty interests has allowed us to structure a unique and efficient transaction that we believe
clearly maximizes value for all stockholders.
Pablo Legorreta, Chief Executive Officer of Royalty Pharma, commented, As the leading investor in
biopharmaceutical royalties, we have a long history of working in partnerships with biotech
companies and their management teams. This transaction validates the successful record of Cypress
team under the leadership of Dr. Jay Kranzler, which includes the development of two FDA approved
products. Mr. Legorreta further added, We are excited to add the Savella® royalty to our
diversified portfolio of leading biopharmaceutical royalties and look forward to working with
Cypress management to enhance the value of the companys pipeline assets.
Cypress Board of Directors unanimously determined that the definitive merger agreement with Ramius
and Royalty Pharma and the terms of the Ramius/Royalty Pharma tender offer are fair to and in the
best interests of Cypress and its stockholders, and recommends that Cypress stockholders tender
their Cypress shares to Ramius/Royalty Pharma and adopt the merger agreement. Cypress will amend
its Schedule 14D-9 previously filed with the Securities and Exchange Commission to reflect the
recommendation of its Board of Directors.
The transaction is subject to certain closing conditions, including the valid tender of sufficient
shares, which, when added to shares owned by Ramius and its affiliates and Royalty Pharma,
constitute more than 50% of the total number of common shares outstanding on a fully-diluted basis.
It is also subject to regulatory approvals and other customary closing conditions. There is no
financing condition to consummate the transaction.
Ramius and Royalty Pharmas tender offer for all of the outstanding shares of common stock of
Cypress, which was scheduled to expire at Midnight, New York City time, December 17, 2010, will be
extended and remain open through Midnight, New York City time, on December 29, 2010, unless further
extended in accordance with the terms of the merger agreement. As of the close of business on
December 14, 2010, approximately 3,109,292 shares of common stock of Cypress, representing
approximately 8.1% 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.
Following the completion of the tender offer and, if required, receipt of approval by Cypress
stockholders, Ramius expects to consummate a merger of Ramius V&O Acquisition LLC and Cypress in
which any shares of Cypress not tendered into the tender offer will be cancelled in exchange for
the right to receive $6.50 per share in cash. The transaction is currently expected to close in
January 2011, but could close as early as December 30, 2010. The terms and conditions of Ramius
and Royalty Pharmas amended tender offer will be described in amended offer documents, which will
be filed with the Securities and Exchange Commission.
Jefferies & Company, Inc. is serving as financial advisors to Cypress and Cooley LLP, Sullivan &
Cromwell LLP and Potter Anderson & Corroon LLP are serving as Cypress legal advisors. Perella
Weinberg Partners is serving as financial advisors to the Board of Directors of Cypress.
Olshan Grundman Frome Rosenzweig & Wolosky LLP is serving as legal advisor to
Ramius. Groton Partners is serving as financial advisor to Royalty Pharma. Goodwin Procter LLP
and Akin Gump, Strauss, Hauer & Feld, LLP are serving 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 Amgens
Neupogen® and Neulasta®, Genentechs Rituxan®, Gileads Emtriva®, Truvada® and Atripla®, Celgenes
Thalomid®, and now Abbotts 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 Universitys emtricitabine royalty interest and its acquisitions of approximately 80% of
Memorial Sloan Ketterings 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 Pharmas finance trust, which is further wrapped by a mono-line insurer to AAA/Aaa
by S&P and Moodys. More information on Royalty Pharma is available at www.royaltypharma.com.
Forward Looking Statement
The offer to buy shares of Cypress common stock will be made only pursuant to the offer to purchase
and related materials that Ramius has filed with the SEC that will be amended. Cypress stockholders
and other investors should read these materials carefully because they contain important
information, including the terms and conditions of the offer. These materials and any other
documents filed by Ramius or Cypress with the SEC may be obtained free of charge at the SECs
website at www.sec.govand by contacting Cypress Investor Relations at 858-452-2323. In addition,
investors and security holders will be able to obtain free copies of the documents filed with the
SEC on Cypress website at www.cypress.com. Investors and security holders are urged to read the
Schedule TO, as amended, and the Schedule 14D-9, as amended, and the other relevant materials
before making any investment decision with respect to the Ramius tender offer.
Statements in this press release that relate to future results and events are forward-looking
statements based on Cypress and Ramiusand Royalty Pharmas current expectations regarding tender
offer and transactions contemplated by the merger agreement. Actual results and events in future
periods may differ materially from those expressed or implied by these forward-looking statements
because of a number of risks, uncertainties and other factors. There can be no assurances that a
transaction will be consummated. Other risks, uncertainties and assumptions include the possibility
that expected benefits may not materialize as expected; that the transaction may not be timely
completed, if at all; that, prior to the completion of the transaction, if at all, Cypress may not
satisfy one or more closing conditions and other risks that are described in Cypress Annual Report
on Form 10-K for the year ended December 31, 2009
and in its subsequently filed SEC reports. Cypress undertakes any obligation to update these
forward-looking statements except to the extent otherwise required by law.
# # #
Contacts:
For Cypress | For Ramius | For Royalty Pharma | ||
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 |