SCHEDULE TO
This Amendment No. 12 to Schedule TO (this “Amendment No. 12”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on September 15, 2010, as amended by Amendment No. 1 to Schedule TO filed on September 20, 2010, Amendment No. 2 to Schedule TO filed on September 21, 2010, Amendment No. 3 to Schedule TO filed on September 30, 2010, Amendment No. 4 to Schedule TO filed on October 12, 2010, Amendment No. 5 to Schedule TO filed on October 14, 2010, Amendment No. 6 to Schedule TO filed on November 3, 2010, Amendment No. 7 to Schedule TO filed on December 10, 2010, Amendment No. 8 to the Schedule TO filed on December 14, 2010, Amendment No. 9 to the Schedule TO filed on December 15, 2010, Amendment No. 10 to the Schedule TO filed on December 20, 2010 and Amendment No. 11 to the Schedule TO filed on December 21, 2010 (collectively, the “Schedule TO”), by Ramius V&O Acquisition LLC, a Delaware limited liability company (“Purchaser”) owned by Ramius Value and Opportunity Advisors LLC, a Delaware limited liability company (“Ramius”), Royalty Pharma US Partners 2008, LP, a Delaware limited partnership (“RP US 2008”), Royalty Pharma US Partners, LP, a Delaware limited partnership (“RP US”), and RP Investment Corp., a Delaware corporation (“RP US Corp”), and certain of their affiliates, including 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, Cowen Group, Inc., RCG Holdings LLC, Ramius LLC, C4S & Co., L.L.C., Royalty Pharma Cayman Partners, LP, Royalty Pharma Cayman Partners 2008, L.P., Pharmaceutical Investors, LP, Pharma Management, LLC and RP Management, LLC (collectively, together with Ramius, RP US 2008, RP US, RP US Corp and Purchaser, the “Ramius/RP Group”), relating to the offer by Purchaser (the “Offer”) to purchase all issued and outstanding shares of Common Stock, par value $0.001 per share, together with the associated preferred stock purchase rights (the “Rights,” and together with such shares, the “Shares”), of Cypress Bioscience, Inc., a Delaware corporation (“Cypress”), at a price of $6.50 per Share, net to the seller in cash, without interest and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase (the “Offer to Purchase”) dated December 20, 2010, and in the related Letter of Transmittal (the “Letter of Transmittal”), each of which may be amended or supplemented from time to time. This Amendment No. 12 is being filed on behalf of the Ramius/RP Group.
The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in answer to all applicable items of this Amendment No. 12. This Amendment No. 12 should be read together with the Schedule TO.
The Offer is scheduled to expire at 12:00 Midnight, New York City time, on January 5, 2011 unless the Offer is extended.
The safe harbor protections for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 do not apply to any forward-looking statements Purchaser or its affiliates may make in connection with the Offer.
ITEMS 1 THROUGH 9; ITEM 11.
Item 11 of the Schedule TO is hereby amended and supplemented to add the following:
“On January 3, 2011, the United States Federal Trade Commission notified the Ramius/RP Group that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
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HSR Act
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), relating to the Offer had been terminated. Accordingly, the condition to the Offer relating to there being no restrictions or prohibitions under any applicable antitrust laws that would make illegal the consummation of the Offer or the merger contemplated thereby has been satisfied.
The full text of the joint press release issued by Cypress and Ramius V&O Acquisition on January 4, 2011 announcing such early termination is filed as Exhibit (a)(5)(K) hereto and is incorporated by reference.”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following:
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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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