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

/li>
  • The financing condition of the existing tender offer would be removed, including any requirement for future due diligence.
  • A seller-friendly second-step merger agreement with limited representations and warranties.
  • V&O Acquisition would be willing to close on the tender offer as soon as legally permissible, i.e., 10 business days after the announcement of the execution of the definitive merger agreement subject to Hart-Scott-Rodino ("HSR") approval.  V&O Acquisition is prepared to seek early termination of the waiting period under HSR.  V&O Acquisition is also prepared to reduce the 90% stock tender condition to 50.1% of the outstanding Common Stock upon execution of the merger agreement if the parties can negotiate an appropriate top-up option and subsequent offering period to facilitate a short-form second step merger.
  • V&O Acquisition is willing to provide a broad fiduciary out in the merger agreement for any higher or better offer received prior to the closing of the tender offer, with the breakup fee on the low end of fairness, i.e., two percent (2%) of transaction value.

  • Time is of the essence.  The above offer is subject to the condition that Cypress commences exclusive negotiations with V&O Acquisition no later than Friday, December 10, 2010 and enters into a definitive merger agreement by no later than Sunday, December 12, 2010.  

    V&O Acquisition appreciates that the Board of Directors and its financial advisors have fashioned a process by which Cypress has had the opportunity to fully explore strategic alternatives.  We believe stockholders are expecting the Board of Directors to bring this process to a prompt conclusion with a transaction that provides a high degree of certainty that they will receive immediate full and fair value for their shares.  The benefits of the Revised Offer should be clear to all concerned.


    '/>"/>
    SOURCE Ramius LLC
    Copyright©2010 PR Newswire.
    All rights reserved

    Page: 1 2 3 4 5 6

    Related biology technology :

    1. Cypress Denies Ramius Legal Right to Stockholder List Materials
    2. UC San Diego Offers New Certificate for Clinical Trials Administration in Latin America
    3. U of C scientist offers better ways to engineer Earths climate to prevent dangerous global warming
    4. Emerson Ecologics Exclusively Offers EcoNugenics ProstaCaid
    5. New paper offers breakthrough on blinking molecules phenomenon
    6. Promega Now Offers Complete Solution for Profiling Kinase Inhibitor Compounds Against the Human Kinome
    7. Research from Rensselaer Polytechnic Institute professor offers clues to Alzheimers disease
    8. Carl Zeiss Offers Online Promotions – Discounts on Stereomicroscopy and Converting to 3D Imaging
    9. MD Biosciences Offers Occlusion-induced Myocardial Infarct Model for Investigating the Cardio-protection of a Drug Treatment in the Event of Ischemia/reperfusion Injury
    10. Summit Dental Institute Offers A Hands-On One-Day Imtec MDI Mini Dental Implant Certification Course For Dentists
    11. Michael Youssef Offers Insight into the Muslim Perspective on Oil and the World Economy
    Post Your Comments:
    *Name:
    *Comment:
    *Email:
    (Date:1/15/2014)... IL (PRWEB) January 15, 2014 Look ... find hard-working items for the lab, from fluid handling ... Guaranteed-in-Stock (GIS)—ready to ship when you order. , ... Peristaltic Pumps , from the L/S® model for precise ...
    (Date:1/15/2014)... This webinar will focus on EMA and ... in biosimilars. , Regulatory frameworks are evolving many countries ... the complex nature of biopharmaceuticals makes the demonstration of ... challenging. Based on the specific aspects of biosimilar drug ...
    (Date:1/15/2014)... January 15, 2014 The Microcompetition with Foreign ... disease. One of these latent viruses is the Epstein Barr ... (RA). Rheumatoid arthritis (RA) is a chronic inflammatory disease that ... study found that RA patients have high concentrations of EBV ...
    (Date:1/15/2014)... AudioNotch is the internet's leading provider of ... of tinnitus. Patients listen to sound therapy that is ... of weeks to months, their tinnitus volume decreases. , AudioNotch ... Music and Notched White Noise. Now, AudioNotch is pleased to ...
    Breaking Biology Technology:Cole-Parmer Begins 2014 with the Release of Preferred Solutions 2Xtalks Life Sciences Webinar Examines Safety Assessment of Biosimilars 2Study: Rheumatoid Arthritis (RA) Patients Have EBV; The CBCD Says this is Consistent with Microcompetition 2Study: Rheumatoid Arthritis (RA) Patients Have EBV; The CBCD Says this is Consistent with Microcompetition 3
    ... ATLANTA, Dec. 11 WellCentive ( http://www.wellcentive.com ),today ... information technology (HIT),solutions designed to efficiently, securely and ... care providers. WellCentive Gateway allows,providers, such as ... variety of,outside HIT systems. WellCentive Connect is ...
    ... Peregrine Pharmaceuticals, Inc. (Nasdaq: PPHM ) today announced that ... passed away on Wednesday. Dr. Waltz had been a director ... the time of his death, Dr. Waltz served on Peregrine,s Audit ... , "The sudden loss of our business colleague ...
    ... - SCRIP Awards Recognises the Best and Brightest in ... - Glenmark is the Only Indian Company to ... The best and brightest of ... London at the 2008 SCRIP Awards hosted,by the leading UK broadcaster ...
    Cached Biology Technology:WellCentive Launches New Health Information Exchange Platforms 2WellCentive Launches New Health Information Exchange Platforms 3Peregrine Pharmaceuticals Mourns Loss of Chairman Thomas A. Waltz 2SCRIP, the Leading Pharmaceutical Magazine in the World Crowns Glenmark as the "Best Pharma Company in the World - SME" and the "Best Company in Emerging Markets" at the SCRIP Awards 2008 in London 2
    (Date:4/17/2014)... of The Proceedings of the National ... 29, raises a number of startling questions about a ... take for granted. At the end of the last ... shifted from hunting animals and gathering fruits and tubers ... straightforward and yet the more scientists learn, the more ...
    (Date:4/16/2014)... TALLAHASSEE, Fla. Florida State University researchers have identified ... deterioration of bone density and muscle mass with obesity. ... heavier you were the better your bones would be ... Ilich-Ernst, the Hazel Stiebeling Professor of Nutrition at Florida ...
    (Date:4/16/2014)... Kennedy,s disease, spinal and bulbar muscular atrophy (SBMA) is a ... and atrophy. Researchers have long considered it to be essentially ... the spinal cord and brainstem that control muscle movement. , ... 2014 online issue of Neuron , a team of ...
    Breaking Biology News(10 mins):Genetic study tackles mystery of slow plant domestications 2Genetic study tackles mystery of slow plant domestications 3Genetic study tackles mystery of slow plant domestications 4Researchers: Obesity can amplify bone and muscle loss 2Mutant protein in muscle linked to neuromuscular disorder 2
    ... A new study by researchers at NYU School of Medicine ... cells, causing mutations that can lead to melanoma. ... skin to protect it from the ultraviolet rays of the ... cells because they are unable to repair themselves as efficiently. ...
    ... been hearing about ESA,s most recently launched mission, CryoSat-2. ... in excellent health with scientists very encouraged by the ... Duncan Wingham, Lead Investigator for the CryoSat mission, stated, ... in-orbit specifications, the ground segment software is fine, the ...
    ... A new study from researchers in Ottawa and Toronto ... cell may be able to help treat sepsis, a deadly ... body. The study, published in the American Journal of ... can triple survival rates in an experimental model of sepsis. ...
    Cached Biology News:UVA radiation damages DNA in human melanocyte skin cells and can lead to melanoma 2CryoSat-2 exceeding expectations 2Stem-cell therapy may provide new approach to fight infection 2
    cysteine and glycine-rich protein 2,...
    BKBeta2 potassium channel Antigen: Fusion protein amino acids 1-41 (N-terminus) and 218-235 (C-terminus) of mouse BKBeta2 Accession Number: Q9CZM9...
    Anti-CD74 Monoclonal Antibody Description: 200 l Research Focus: cell surface antigens Storage: 4C Shipping Temperature: 4C...
    Gap junction protein, beta 2, 26kDa (connexin 26) Antigen: Peptide...
    Biology Products: