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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

nsaction for $5.50 per share (the "Revised Offer") provided that Cypress commences exclusive negotiations with V&O Acquisition no later than Friday, December 10, 2010 and enters into a definitive merger agreement no later than Sunday, December 12, 2010.  V&O Acquisition's current tender offer is scheduled to expire on Friday, December 10, 2010.  To facilitate discussions, V&O Acquisition will be extending its existing tender offer for an additional five (5) business days, but reserves the right to terminate the tender offer at any time.

As of the date hereof, affiliates of Royalty Pharma Finance Trust ("Royalty Pharma") have indicated that they are prepared to invest approximately $196 million in cash in the equity of V&O Acquisition to enable V&O Acquisition to pay the amount payable to stockholders of Cypress pursuant to the Revised Offer.  Royalty Pharma's financing is not subject to due diligence or any other material condition.  However, Royalty Pharma has advised Ramius that it reserves the right to withdraw this financing arrangement if Cypress has not commenced exclusive negotiations with V&O Acquisition by midnight on Friday, December 10, 2010 and has not entered into a definitive merger agreement by midnight on Sunday, December 12, 2010.

V&O Acquisition believes that, as a result of its pending tender offer, it is able to acquire Cypress and pay the stockholders of Cypress the full value of their shares more quickly than any other potential bidder.  V&O Acquisition has completed all required due diligence and has sufficient funds to promptly close the tender offer.  

V&O Acquisition is willing to enter into a merger agreement giving effect to the Revised Offer, which is of significant value and brings immediate certainty to Cypress and its stockholders.  The terms would include the following:

  1. All cash offer of $5.50 per share.<
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