Ramius/RP Group extend tender offer to acquire Cypress Bioscience

Dec 22 2010

Ramius V&O Acquisition LLC ("Purchaser"), affiliates of Ramius LLC (collectively, "Ramius") and affiliates of Royalty Pharma (together with Ramius and Purchaser, the "Ramius/RP Group") announced today that the Ramius/RP Group is extending its previously announced tender offer to acquire all of the outstanding shares of common stock of Cypress Bioscience, Inc. (Nasdaq: CYPB) ("Cypress"), a pharmaceutical company engaged in the development of innovative drugs to treat central nervous system (CNS) disorders, until Midnight, January 5, 2011, unless the offer is otherwise extended.

Pursuant to the definitive merger agreement between certain members of the Ramius/RP Group and Cypress dated December 14, 2010, the Ramius RP/Group is mailing amended offering materials to stockholders dated December 20, 2010, which were filed with the Securities and Exchange Commission (the "SEC") on December 20, 2010. In addition, Cypress amended its Schedule 14D-9 previously filed with the SEC to reflect the Cypress' Board of Directors unanimous determination that the merger agreement and the terms of the tender offer are fair to and in the best interests of Cypress and its stockholders, and its recommendation that Cypress stockholders tender their Cypress shares to the Ramius/RP Group and adopt the merger agreement. The amended Schedule 14D-9 will also be included in the mailing of the amended offering materials.

Subject to the terms of the offer, stockholders who have previously tendered shares pursuant to the offer and have not withdrawn such shares need not take any further action to receive the offer price of $6.50 per share if shares are accepted for payment pursuant to the tender offer.

The Ramius/RP Group's tender offer for all of the outstanding shares of common stock of Cypress, which was scheduled to expire at Midnight, New York City time, December 30, 2010, will be extended and remain open through Midnight, New York City time, on January 5, 2011, unless further extended in accordance with the terms of the merger agreement. As of the close of business on December 20, 2010, approximately 4,496,247 shares of common stock of Cypress, representing approximately 11.7% of all outstanding shares, were validly tendered and not withdrawn pursuant to the tender offer. This amount does not include the 3,815,000 shares owned by the Ramius/RP Group.

Jefferies & Company, Inc. is serving as financial advisors to Cypress and Cooley LLP, Sullivan & Cromwell LLP and Potter Anderson & Corroon LLP are serving as Cypress' legal advisors. Perella Weinberg Partners is serving as financial advisors to the Board of Directors of Cypress. Olshan Grundman Frome Rosenzweig & Wolosky LLP is serving as legal advisor to Ramius. Groton Partners is serving as financial advisor to Royalty Pharma. Goodwin Procter LLP and Akin Gump, Strauss, Hauer & Feld, LLP are serving as legal advisors to Royalty Pharma.