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:8/28/2014)... , Aug. 28, 2014  Armetheon, Inc. ( ... novel mid- to late-stage cardiovascular drug candidates, today ... its first round of financing. The Series A ... Hercules Bioventures with participation from investors that included ... executive, Dr. Larry Hsu , the founder ...
    (Date:8/28/2014)... Vt. (PRWEB) August 28, 2014 ... testing around the world is available from Strategic ... diagnostics companies. “ Industrial Microbiology Market Review, Fourth ... Industrial Market ” (IMMR—4) tracks and compares microbiology ... in North America, Europe and Asia, and forecasts ...
    (Date:8/28/2014)... 28, 2014 Supplementing their complete ... promotion for Eppendorf Safe Lock Centrifuge Tubes ... the highest quality tubes at an affordable price. ... customers doing chemical, medical, pharmaceutical, and life science ... not regularly able to afford Eppendorf products. , ...
    (Date:8/27/2014)... 27, 2014 Green & Grow Inc. ... B funding and secured Otter Capital as a significant ... accelerate commercialization of GGI’s Agriplier™ technology, building on recent ... , “Since our first meeting, we have been impressed ... product space,” said Alan Sobba, President and CEO of ...
    Breaking Biology Technology:Armetheon Completes $7.0 Million Series A Financing 2Armetheon Completes $7.0 Million Series A Financing 32 Billion Industrial Microbiology Tests Conducted for Product Quality and Safety Worldwide 22 Billion Industrial Microbiology Tests Conducted for Product Quality and Safety Worldwide 3Eppendorf Safe Lock Centrifuge Tube Promotion Now Available at Major Pipette Distributor Pipette.com 2Eppendorf Safe Lock Centrifuge Tube Promotion Now Available at Major Pipette Distributor Pipette.com 3Green & Grow Inc. Secures $6M Series B Funding from Otter Capital 2Green & Grow Inc. Secures $6M Series B Funding from Otter Capital 3
    ... with researchers from Grenoble and Tokyo, have succeeded in taking ... They were able to define two little quantum dots (QDs), ... single electron from one of them using a sound wave, ... single electron "surfs" thus from one quantum dot to the ...
    ... Parent Project Muscular Dystrophy (PPMD) , the ... a cure for Duchenne muscular dystrophy (Duchenne) , announced ... of Physiology at the University of Pennsylvania and Pennsylvania Muscle ... (Logo: http://photos.prnewswire.com/prnh/20100119/DC39975LOGO ) Dr. Khurana is ...
    ... Inc., a privately-held global diagnostics company for human and ... president and CEO, will be presenting at AdvaMed 2011: ... 2011 at 11:00 a.m. in room 204A of the ... The presentation will include an overview of ...
    Cached Biology Technology:Like fish on waves: electrons go surfing 2Like fish on waves: electrons go surfing 3Parent Project Muscular Dystrophy Awards End Duchenne Grant to University of Pennsylvania's Dr. Tejvir S. Khurana 2Parent Project Muscular Dystrophy Awards End Duchenne Grant to University of Pennsylvania's Dr. Tejvir S. Khurana 3SuperNova Diagnostics® to Present at AdvaMed 2011: The Medtech Conference in Washington, D.C. 2
    (Date:8/28/2014)... Access to Research Careers) Program has announced the ... America,s 27th Annual Mouse Molecular Genetics Conference from ... Grove, California. These awards are meant to ... scientists from underrepresented groups into the mainstream of ... participation of young scientists at the Genetics Society ...
    (Date:8/28/2014)... MARC (Maximizing Access to Research Careers) Program has ... College of Sports Medicine,s Conference on Integrative Physiology ... Florida. These awards are meant to promote ... from underrepresented groups into the mainstream of the ... of young scientists at the American College of ...
    (Date:8/28/2014)... release is available in German . ... are now built with the help of sophisticated assembly lines. ... are an important part of these assembly lines. In the ... in various work stages arranged in a precise spatial and ... of the line. , The creation of such an assembly ...
    Breaking Biology News(10 mins):Nanoscale assembly line 2Nanoscale assembly line 3
    ... More than six percent of expectant mothers in Quebec consume ... fetuses, according to a Universit de Montral investigation published in ... these women will voluntarily terminate their pregnancy fearing congenital malformations, ... percent higher than in the rest of the population. ...
    ... , REDWOOD CITY, Calif., Nov. 17 ... and authentication solutions, today announced that its customer, ... in security and privacy protection for its Picis ... incorporates DigitalPersona,s U.are.U® Fingerprint Readers and One Touch® ...
    ... Centre in Norwich, UK, have shown how plants can protect ... growing tips of plant roots and shoots have an in-built ... the cell to ,commit suicide, rather than pass on its ... roots and shoots, small populations of stem cells, through which ...
    Cached Biology News:Some prescription meds can harm fetus 2Picis ED PulseCheck Increases Security and Privacy Protection in Nearly 150 Hospitals Through the Use of DigitalPersona Biometrics 2Picis ED PulseCheck Increases Security and Privacy Protection in Nearly 150 Hospitals Through the Use of DigitalPersona Biometrics 3Protecting the future: How plant stem cells guard against genetic damage 2
    ... effect inhibition assays, also known as CPE and ... supernatents; serum from PK studies and delivery formulations. ... as the quantity of interferon required per milliliter ... by 50%. All standards used in ...
    Request Info...
    Request Info...
    ... Nebulizers are available in two product models - ... two models is that the 6000AT+ includes a ... drier aerosol for improved detection limits and reduced ... a range of elements by 10-40 times. Note ...
    Biology Products: