Hedge fund operator Ramius V&O Acquisition LLC has sent a letter to the Cypress Bioscience board stating its willingness to acquire all of biotech's outstanding common stock for $5.50 per share. However, the offer is conditioned upon Cypress starting exclusive negotiations with Ramius no later than today and entering into a definitive merger agreement by no later than Sunday.
Ramius currently owns 9.9 percent of Cypress, but over the summer made moves to buy all outstanding shares of the company it doesn't already own for $4.00 per share in cash. After being turned down at that price, it commenced a tender offer Sept. 15 to purchase the shares for $4.25 per share. However, the Cypress board was still unimpressed and unanimously rejected the unsolicited tender offer. Ramius now believes that the $5.50 offer will allow the Cypress board "to bring its exploration of all strategic alternatives to a prompt conclusion with a transaction that provides stockholders with a high degree of certainty that they will receive immediate full and fair value for their shares."
Ramius also says it will extend its previously announced tender offer for $4.25 per share until midnight EST Dec. 17. Ramius had entered into a confidentiality agreement with Cypress to conduct due diligence in connection with its tender offer or a possible negotiated transaction. The confidentiality agreement does not restrict Ramius' ability to continue or consummate its current tender offer or to conduct a proxy solicitation in connection with the company's 2011 annual meeting of stockholders.
Cypress' stock was up 19 percent in recent trading to $4.84, according to Dow Jones.
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