Ramius raises offer for Cypress

Investor manager Ramius is going to the stockholders in its bid to take over Cypress Biosciences, increasing its offer to $4.25 per share in cash. The move comes roughly two months after Ramius offered to buy all outstanding shares of Cypress it doesn't already own for $4.00 per share in cash, or $154 million. Ramius currently owns 9.9 percent of the outstanding common stock of Cypress, making it one of the company's largest shareholders. However, Cypress rebuffed its offer.

"The Cypress Board rejected our earlier offer to negotiate an acquisition of the Company for $4.00 per share," Jeffrey Smith, Ramius partner managing director, says in a statement. "Given the Board's continuing refusal to negotiate with us, we are taking our offer directly to the true owners of Cypress, the stockholders. Clearly, stockholders are unhappy with the Cypress Board's refusal to seriously consider our acquisition proposal, as demonstrated by the recent letters sent to the Board by RA Capital and Arcadia Capital."

The offer is scheduled to expire at 12:00 Midnight, EST time, Oct. 13, unless extended. Cypress has confirmed Ramius' offer, and advised stockholders to take no action pending review. Ramius previously expressed displeasure at the company's "ill-conceived acquisitions," highlighting its acquisition of Proprius--something the investor manager has dubbed "a complete failure." 

Before the offer, Cypress' stock was down 57 percent for 2010, as the Wall Street Journal notes. But shares jumped 11 percent premarket to $3.90. As of Tuesday's close, the stock had fallen 54 percent in the past year.

- see the Ramius release 
- read Cypress' response
- get more from the WSJ