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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

reviously announced tender offer for $4.25 per share until 12:00 Midnight, New York City time, on December 17, 2010, unless the offer is further extended.  The tender offer was previously scheduled to expire at 12:00 Midnight, New York City time, on December 10, 2010.  All other material terms and conditions of the tender offer remain unchanged.

Previously, 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. That offer represented 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.  

As of the close of business on December 9, 2010, approximately 2,993,774 shares of Common Stock of Cypress, representing approximately 7.8% of all outstanding shares, were validly tendered and not withdrawn pursuant to the tender offer.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.

Ramius has also 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.

The full text of the letter follows:

Dear Board Members:

Following our conversations with Perella Weinberg Partners over the past few weeks, this letter sets forth the willingness of Ramius V&O Acquisition LLC and its affiliates ("V&O Acquisition") to offer to acquire all of the outstanding common stock (the "Common Stock") of Cypress Bioscience, Inc. ("Cypress") not already owned by V&O Acquisition and its affiliates in a negotiated tra
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