Cypress Bioscience, Ramius LLC deal

For the second time, Cypress' board rejected an unsolicited acquisition offer from shareholder Ramius LLC. In a letter dated Aug. 11, Ramius reiterated and clarified the details of its July 19 proposal to acquire the 90.1% of Cypress it does not already own for $4 per share in cash, or $153.5 million based on 38.4 million shares outstanding at May 5.

The proposal included a provision that would allow existing shareholders in Cypress to retain a 50% interest in schizophrenia candidate CYP-1020, if current management or a third party is willing to fund the cost of a Phase IIb trial. In the Aug. 11 letter, Ramius said that based on a $30 million upfront payment Cypress paid to license the candidate from BioLineRx Ltd. (Tel Aviv:BLRX, Jerusalem, Israel) in June, a 50% interest in the compound has an implied value of $0.39 per share. Ramius also said it would consider raising its bid, if it is granted limited due diligence and if Cypress agrees to negotiate in good faith. ...