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Ramius Offers to Enter Into Immediate and Exclusive Negotiations to Acquire Cypress Bioscience for $5.50 Per Share
Date:12/10/2010

NEW YORK, Dec. 10, 2010 /PRNewswire/ -- Ramius V&O Acquisition LLC, a subsidiary of Ramius LLC (collectively, "Ramius"), today announced that it has sent a letter to the Board of Directors of Cypress Bioscience, Inc. (Nasdaq: CYPB) outlining its willingness to acquire all of Cypress' outstanding Common Stock in a negotiated transaction for $5.50 per share.  The offer is conditioned upon Cypress commencing exclusive negotiations with Ramius no later than Friday, December 10, 2010 and entering into a definitive merger agreement by no later than Sunday, December 12, 2010.  This offer was first communicated to Cypress' financial advisors on Thursday, December 9, 2010.  Ramius currently owns 9.9% of Cypress and commenced a tender offer on September 15, 2010 to purchase all of the shares of Cypress it does not currently own for $4.25 per share.  

The $5.50 offer described in the letter represents a 120% 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 believes that the $5.50 offer will enable the Board to bring its exploration of all strategic alternatives to a prompt conclusion with a transaction that provides stockholders with a high degree of certainty that they will receive immediate full and fair value for their shares.

As outlined in the letter, affiliates of Royalty Pharma Finance Trust have indicated that they are prepared to provide financing for the $5.50 offer, provided Cypress commences exclusive negotiations with Ramius no later than Friday, December 10, 2010 and  a fully negotiated merger agreement between Cypress and Ramius is signed no later than Sunday, December 12, 2010.

In order to facilitate discussions, Ramius also today announced that it is extending its p
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