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:7/24/2015)... HACKENSACK, N.J. , July 24, 2015  Champions ... of advanced technology solutions and services to personalize the ... will report its financial and operational results for the ... 2015, on Tuesday, July 28, 2015, before market open. ... to discuss the results that day at 9:00 a.m. ...
    (Date:7/24/2015)... ... July 24, 2015 , ... ... management solution, indispensable to any modern scientific or pharmaceutical laboratory. FreezerPro® is ... interface. Users know precisely where a sample is located even before opening ...
    (Date:7/23/2015)... , July 23, 2015 The Hong ... been given the prestigious accolade of "Most Innovative ... its world-class position in fostering innovation and technology ... Asia-Pacific region.  The award ... UK-based innovation and technology magazine and website with ...
    (Date:7/23/2015)... 23, 2015 OncoSec Medical Incorporated ("OncoSec") (NASDAQ: ... immunotherapies, invites investors and the general public to its ... on Friday, July 31, 2015. The meeting will be ... Room, San Diego, California 92121. ... will also be available. Please use the following link ...
    Breaking Biology Technology:Champions Oncology to Announce Fourth Quarter Financial Results on Tuesday, July 28 2RURO, Inc. Partners with Integrated Systems Engineering to Provide Comprehensive LIMS Software to Biobanks 2RURO, Inc. Partners with Integrated Systems Engineering to Provide Comprehensive LIMS Software to Biobanks 3RURO, Inc. Partners with Integrated Systems Engineering to Provide Comprehensive LIMS Software to Biobanks 4HKSTP Wins Most Innovative Technology Hub at The New Economy Awards 2015 2HKSTP Wins Most Innovative Technology Hub at The New Economy Awards 2015 3OncoSec to Webcast Annual Meeting of Stockholders 2
    ... Inc.,( http://www.nikoninstruments.com/ ) announced its new SMZ-445/460,stereoscopic zoom ... at a low cost for the Industrial and ... range of applications, from routine,quality control to semiconductor ... to 3.5x zoom magnification, and SMZ-460, 0.7x to,3.0x ...
    ... SAFE-BioPharma Association First to Offer TriCipher ID Tool ToGo ... Pharmaceutical and ... TriCipher, the strong,authentication company, has created the first SAFE-BioPharma(TM) ... Key Infrastructure,Policy Authority (FPKIPA), the interagency body that enforces ...
    ... 15, Agendia BV and Ferrer inCode today announced ... sell two of Agendia,s,signature cancer diagnostic services -- ... to indicate risk of breast cancer tumor,recurrence, and ... fast and reliable method of identifying the primary ...
    Cached Biology Technology:Nikon Instruments Introduces New Microscopes and Illumination Stand for Education and OEM Markets 2TriCipher is First to Transfer Smart Card Level Security to Federally Approved SAFE-BioPharma(TM) 'Roaming' Credentials 2TriCipher is First to Transfer Smart Card Level Security to Federally Approved SAFE-BioPharma(TM) 'Roaming' Credentials 3TriCipher is First to Transfer Smart Card Level Security to Federally Approved SAFE-BioPharma(TM) 'Roaming' Credentials 4Agendia and Ferrer Announce Exclusive Agreement for Sales of Cancer Diagnostic Services in Four Major European Markets 2Agendia and Ferrer Announce Exclusive Agreement for Sales of Cancer Diagnostic Services in Four Major European Markets 3
    (Date:7/2/2015)... DUBLIN , June 25, 2015 ... has announced the addition of the "Natural ... Hybrid), Technologies (Recognition, IVR, OCR, Pattern & Image ... to their offering. The key vendors ... Google, HP, IBM Corporation, Microsoft Corporation, NetBase Solutions, ...
    (Date:6/30/2015)... HATFIELD, Pa. , June 30, 2015 ... joined the company as CEO to help further develop ... a wealth of partnering experience, having spent much of ... companies including Therakine, Amgen, Baxter Bioscience, and Johnson & ... a focus on Technology and Biotech Corporate Finance. He ...
    (Date:6/25/2015)... , June 25, 2015  Imagine a tool specifically ... a healthier, happier life. That,s exactly what USANA,s ... do. The cutting-edge, portable health program provides a personalized ... to help improve your lifestyle and nutrition. ... and gala Wednesday night, USANA,s THA was honored with ...
    Breaking Biology News(10 mins):Natural Language Processing Market by Type (Rule-Based, Statistical, and Hybrid), Technologies (Recognition, IVR, OCR, Pattern & Image Recognition) - Worldwide Forecast to 2020 2Genisphere Appoints New CEO, Thomas Bliss 2Genisphere Appoints New CEO, Thomas Bliss 3@USANAinc's Personalized Nutrition Program Wins Industry Innovation Award 2
    ... NEW YORK (FEBRUARY 13, 2008) The Wildlife Conservation ... a 5,000 mile-long genetic corridor from Bhutan to Burma ... landscapes. The corridor, first announced at the United Nations ... the largest block of tiger habitat left on earth. ...
    ... group of the University of Granada has found ... and the olive skin wax extracted from alpeorujo (crushed olive ... regulating apoptosis in carcinogenic processes., Maslinic acid is a protease ... cell growth. It is useful for cancer treatment, as it ...
    ... snuggle can prematurely end a love affair, as new evidence ... a smokers risk of an early heart attack. Researchers say ... population has a gene defect that delivers a one-two punch ... with this common gene variant experienced a heart attack around ...
    Cached Biology News:'Genetic corridors' are next step to saving tigers 2'Genetic corridors' are next step to saving tigers 3A compound extracted from olives inhibits cancer cells growth and prevents their appearance 2Cigarette after Valentine snuggle deadlier for some 2Cigarette after Valentine snuggle deadlier for some 3
    MOUSE ANTI RABBIT T LYMPHOCTYES Immunogen: Rabbit Thymocytes...
    Normal canine serum collected from healthy normal canines....
    RABBIT ANTI HUMAN CYTOCHROME P450 1A1/2 Immunogen: Purified human CYP1A2 expressed in E.Coli ...
    ... Error-free cloning of BAC (100+kb), fosmid ... Greater insert stability than any othe BAC ... for high yields and easy recombinant DNA ... or transcription-free (pSMART VC) vectors for the ...
    Biology Products: