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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cypress Bioscience, Inc. (MM) | NASDAQ:CYPB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.50 | 0 | 01:00:00 |
Transaction Valuation*
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Amount of Filing Fee**
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$226,025,735
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$16,115.64
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*
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Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 34,773,190 (the maximum number of shares of common stock of subject company estimated to be acquired by Offeror) by $6.50 (the purchase price per share offered by Offeror). Such number of shares of common stock represents 38,588,190 shares issued and outstanding as of November 5, 2010 less 3,815,000 shares of common stock already owned by Ramius V&O Acquisition LLC and its affiliates.
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**
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The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $71.30 per $1,000,000 of the value of the transaction.
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ý
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$10,537.15
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Form or Registration No.:
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SC TO-T
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Filing Party:
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Ramius V&O Acquisition LLC
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Ramius Value and Opportunity Advisors LLC
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Date Filed:
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September 15, 2010
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Amount Previously Paid:
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$5,578.49
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Form or Registration No.:
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SC TO-T
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Filing Party:
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Ramius V&O Acquisition LLC
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Ramius Value and Opportunity Advisors LLC
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Date Filed:
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December 15, 2010
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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ý
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third-party tender offer subject to Rule 14d-1.
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¨
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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(a)(5)(K)
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Joint press release issued by Ramius V&O Acquisition LLC and Cypress Bioscience, Inc., dated January 4, 2011.
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RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: Ramius Value and Opportunity Advisors LLC,
its investment manager
RAMIUS NAVIGATION MASTER FUND LTD
By: Ramius Advisors, LLC,
its investment advisor
RAMIUS ENTERPRISE MASTER FUND LTD
By: Ramius Advisors, LLC,
its investment advisor
RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
By: Ramius LLC,
its sole member
RAMIUS OPTIMUM INVESTMENTS LLC
By: Ramius Advisors, LLC,
its managing member
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RAMIUS V&O ACQUISITION LLC
COWEN OVERSEAS INVESTMENT LP
By: Ramius Advisors, LLC,
its general partner
RAMIUS ADVISORS, LLC
By: Ramius LLC,
its sole member
RAMIUS LLC
By: Cowen Group, Inc.,
its sole member
COWEN GROUP, INC.
RCG HOLDINGS LLC
By: C4S & Co., L.L.C.,
its managing member
C4S & CO., L.L.C.
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By:
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/s/ Jeffrey C. Smith
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Jeffrey C. Smith
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Authorized Signatory
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ROYALTY PHARMA US PARTNERS 2008, LP
By: Pharmaceutical Investors, LP
By: Pharma Management, LLC
ROYALTY PHARMA US PARTNERS, LP
By: Pharmaceutical Investors, LP
By: Pharma Management, LLC
ROYALTY PHARMA CAYMAN PARTNERS, LP
By: Pharmaceutical Investors, LP
By: Pharma Management, LLC
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ROYALTY PHARMA CAYMAN PARTNERS 2008, L.P.
By: Pharmaceutical Investors, LP
By: Pharma Management, LLC
RP INVESTMENT CORP.
PHARMACEUTICAL INVESTORS, LP
By: Pharma Management, LLC
PHARMA MANAGEMENT, LLC
RP MANAGEMENT, LLC
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By:
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/s/ Pablo Legoretta
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Pablo Legoretta
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Authorized Signatory
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated September 15, 2010.*
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
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(a)(1)(C)
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Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
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(a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.*
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(a)(1)(F)
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Summary Advertisement published on September 15, 2010.*
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(a)(1)(G)
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Amended and Restated Offer to Purchase, dated December 20, 2010. †
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(a)(1)(H)
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Amended and Restated Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). †
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(a)(1)(I)
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Amended and Restated Notice of Guaranteed Delivery. †
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(a)(1)(J)
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Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. †
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(a)(1)(K)
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Amended and Restated Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. †
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(a)(5)(A)
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Press release issued by Ramius LLC, dated September 15, 2010, announcing the commencement of the Offer.*
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(a)(5)(B)
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Press release issued by Ramius Value and Opportunity Advisors LLC, dated September 17, 2010. *
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(a)(5)(C)
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Press release issued by Ramius Value and Opportunity Advisors LLC, dated September 21, 2010.*
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(a)(5)(D)
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Press release issued by Ramius Value and Opportunity Advisors LLC, dated September 30, 2010. *
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(a)(5)(E)
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Content of www.tenderforcypressbio.com. *
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(a)(5)(F)
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Press release issued by Ramius Value and Opportunity Advisors LLC, dated October 11, 2010. *
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(a)(5)(G)
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Press release issued by Ramius Value and Opportunity Advisors LLC, dated November 2, 2010. *
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(a)(5)(H)
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Press release issued by Ramius Value and Opportunity Advisors LLC, dated December 10, 2010 *
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(a)(5)(I)
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Joint press release issued by Ramius V&O Acquisition LLC and Cypress Bioscience, Inc., dated December 15, 2010 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Cypress Bioscience, Inc. with the Commission on December 15, 2010).
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(a)(5)(J)
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P ress release issued by Ramius V&O Acquisition LLC, dated December 21, 2010.* | |
(a)(5)(K)
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Joint press release issued by Ramius V&O Acquisition LLC and Cypress Bioscience, Inc., dated January 4, 2011. †
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(d)(1)
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Joint Filing Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd, Ramius Optimum Investments LLC, Cowen Overseas Investment LP, Ramius Enterprise Master Fund Ltd, Ramius Advisors, LLC, RCG Starboard Advisors, LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon, dated July 19, 2010 (incorporated by reference to the Schedule 13D filed by Ramius LLC with the Securities and Exchange Commission on July 19, 2010).
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(d)(2)
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Agreement and Plan of Merger, dated December 14, 2010, by and among Cypress Bioscience, Inc., Ramius Value and Opportunity Advisors LLC, Royalty Pharma US Partners, LP, Royalty Pharma US Partners 2008, LP, RP Investment Corp. and Ramius V&O Acquisition LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Cypress Bioscience, Inc. with the Commission on December 16, 2010).
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(g)
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None.
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(h)
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None.
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