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Cypress Agrees To Be Acquired By Ramius, Royalty Pharma In $255 Mln Deal

Therapeutics and personalized medicine services provider Cypress Bioscience, Inc. (CYPB) announced Wednesday that it has agreed to merge with Ramius V&O Acquisition LLC, an affiliate of Ramius LLC and affiliates of Royalty Pharma for a sweetened offer of $6.50 per share in cash or for a total equity value of about $255 million. The acquisition was unanimously approved by Cypress' board of directors.

Shares of Cypress are currently trading up by 12.35% on the Nasdaq.

As per the terms of the deal, the $6.50 per share price represents a premium of about 63% over Ramius' original unsolicited proposal to acquire Cypress for $4 per share in cash. The offer represented a premium of approximately 160% to Cypress's unaffected share price on July 16, 2010, the last trading day prior to the public disclosure of Ramius' offer. The offer for 90% stake was announced on July 19 and was worth $154 million.

On September 15, Ramius sweetened the cash offer to $4.25 per share, however Cyprus rejected it on September 28. Later, on December 10, Cypress received a revised offer for $5.50 per share in cash.

Ramius and affiliates of Royalty Pharma Finance Trust have been negotiating the terms of a definitive merger agreement with Cypress over the past few days and agreed to increase the offer. Yesterday, Ramius announced that Cypress Bioscience has rejected its fully financed offer of $6.00 per share in cash.

Daniel Petree, lead independent director of Cypress' board of directors said in a statement that, "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."

The transaction is currently expected to close in January 2011, but could close as early as December 30, 2010. Ramius will also amend its existing tender offer to acquire Cypress common stock it does not already own.

CYPB is currently trading at $6.46, up $0.71 or 12.35%, on a volume of 6.91 million shares.

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