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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

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  • 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.


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