Cypress Bio Rejects Buyout Offer, Shutting Down Commercial Business

Here’s one solution to a suitor’s unsolicited buyout offer: Make yourself ugly, at least to that suitor.

San Diego’s Cypress Bioscience (NASDAQ: [[ticker:CYPB]]) got a $160 million cash buyout offer last month from Ramius Value and Opportunity Advisors, part of the New York-based, $7.8-billion Ramius hedge fund group.

Ramius, which had accumulated a 10 percent ownership stake in Cypress, made its offer on July 19. The San Diego biotech had little to say at the time, except that its board was reviewing the matter.

Cypress responded this week with two announcements. In the first, Cypress says it is withdrawing from its commercial business, including a deal with Forest Laboratories  to sell milnacipran, its fibromyalgia drug marketed as Savella. Forest agreed to pay Cypress $2 million to discontinue its role in promoting milnacipran, although Cypress says it retained royalty and other rights. As part of the move, Cypress says it also is laying off 123 people, or 86 percent of its workforce. In the statement, Cypress CEO Jay Kranzler says the biotech has been contemplating its “withdrawal from the commercial market” for some time as part of the company’s “renewed strategic focus on CNS drug development.”

In a second statement yesterday, Cypress says its board has unanimously rejected the buyout. Cypress says Ramius’ offer to buy all the stock it doesn’t already own at $4 a share “grossly undervalues Cypress’ current business and future prospects and consequently is not in the best interests of Cypress’ other stockholders.”

It’s worth noting that in its statement, Cypress already has recast itself as “a pharmaceutical company engaged in the development of innovative drugs to treat central nervous

Author: Bruce V. Bigelow

In Memoriam: Our dear friend Bruce V. Bigelow passed away on June 29, 2018. He was the editor of Xconomy San Diego from 2008 to 2018. Read more about his life and work here. Bruce Bigelow joined Xconomy from the business desk of the San Diego Union-Tribune. He was a member of the team of reporters who were awarded the 2006 Pulitzer Prize in National Reporting for uncovering bribes paid to San Diego Republican Rep. Randy “Duke” Cunningham in exchange for special legislation earmarks. He also shared a 2006 award for enterprise reporting from the Society of Business Editors and Writers for “In Harm’s Way,” an article about the extraordinary casualty rate among employees working in Iraq for San Diego’s Titan Corp. He has written extensively about the 2002 corporate accounting scandal at software goliath Peregrine Systems. He also was a Gerald Loeb Award finalist and National Headline Award winner for “The Toymaker,” a 14-part chronicle of a San Diego start-up company. He takes special satisfaction, though, that the series was included in the library for nonfiction narrative journalism at the Nieman Foundation for Journalism at Harvard University. Bigelow graduated from U.C. Berkeley in 1977 with a degree in English Literature and from the Columbia University Graduate School of Journalism in 1979. Before joining the Union-Tribune in 1990, he worked for the Associated Press in Los Angeles and The Kansas City Times.