PrintAfter being twice rebuffed, hedge fund firm Ramius revealed that it was still hungry for a deal. In a letter sent December 9 to the board of directors of Cypress Bioscience, it outlined its willingness to acquire all of the specialty pharmaceuticals’ outstanding shares for $5.50 per share.
The sweetened offer represents a 120 percent premium over the $2.50 closing price of Cypress stock on July 16, the last trading day before Ramius publicly proposed to acquire the company for $4 a share in cash.
The new offer has some strings attached, however. The Cypress board must make its decision by end of day Friday, the day of this posting, and enter into a definitive merger agreement by Sunday, December 12.
Ramius already owns 9.9 percent of Cypress and commenced a tender offer on September 15 for the remainder of the company for $4.25 per share. In the meantime, Cypress sold off its diagnostics business to Exagen for $4 million upfront and up to $4 million more in milestone payments plus royalties on product sales.
Until this new bid, shares have been trading around $4 while Cypress mulls its strategic alternatives. Ramius thinks its $5.50 offer will make its board see that the new deal is the best course to provide stockholders with a high degree of certainty that they will receive immediate full and fair value for their shares.
Ramius has lined up financing to enable it to follow through on the $5.50 a share deal if it is accepted. It has also extended its $4.25 tender offer, scheduled to expire December 10, by one week. So far about 7.8 percent of outstanding shares have been tendered.
Shares of Cypress ended in trading Friday, December 10 at $4.93 with no word on what its board will do.
Sanofi-Aventis’ tender offer for Genzyme was also scheduled to expire December 10. Sanofi has not budged in its $69 per share offer. Genzyme’s board thinks that’s too low. Genzyme CEO Henri Termeer has brought up the possibility of contingent value rights for its blood cancer drug Campath. Genzyme says Campath works as a treatment for multiple sclerosis and is preparing to get approval for that indication by 2013.
Campath brought in less than $150 million in revenue last year, according to Genzyme. If it is approved for multiple sclerosis, it predicts sales of $3 billion by 2017, while Sanofi’s estimate for peak sales from multiple sclerosis are only $700 million, as reported in Bloomberg.
Analysts believe the deadline will be extended by 50 days to give the companies time to come to terms with each other. Sanofi’s board is open to either upping its offer or adding contingent value rights, but unwilling to do both, people familiar with the deliberations told Bloomberg.
Johnson & Johnson plans to formally launch a $2.3 billion tender offer for the outstanding shares of Dutch vaccine maker Crucell. Johnson & Johnson already hold about 17.9 percent of Crucell shares.
The deal was originally announced in September after the boards of both companies agreed to the merger. But it has been delayed after Crucell suspended operations at its South Korea facility and halted vaccine shipments from the plant because of sterility issues. J&J is waiting for an update on the contamination issues before launching an unconditional offer.
Finally, in what could be one of the biggest partnering deals of the year, Cephalon is teaming up with Australian stem cell company Mesoblast to develop and commercialize stem cell therapeutics for degenerative cardiovascular and central nervous system diseases. Cephalon hopes the deal will help it become a leader in regenerative medicine.
Cephalon will pay Mesoblast $130 million upfront, up to $1.7 billion in milestone payments, and take close to a 20 percent stake in the company for another $220 million. In return, Cephalon will get exclusive global rights in three treatment areas to products derived from Mesoblast’s adult Mesenchymal precursor stem cell technology.
The alliance also extends to products for augmenting hematopoietic stem cell transplantation in cancer patients.
Mesoblast will be responsible for certain phase 2a trials and Cephalon will assume all further development and commercialization costs. Mesoblast will retain all manufacturing rights and will share significantly in the net product sales [See story].
DEALS FOR THE WEEK ENDING DECEMBER 10, 2010
| Global Venture Financings | |||
| Company | Location | Amount Raised (USD M) | Principal Focus |
| SuppreMol | Martinsried, Germany | 20.6 | Therapeutics-autoimmune |
| TYRX | Monmouth Junction, NJ | 20.0 | Medical devices |
| Sequenta | San Francisco, CA | 13.0 | Diagnostics |
| Estech | San Ramon. CA | 8.5 | Medical devices |
| Ocimum Biosolutions | Gaithersburg, MD | 8.0 | Tools/Technology |
| BioTheryX | Chappaqua, NY | 4.5 | Therapeutics-cancer |
| Sofie Biosciences | Culver City, CA | 2.0 | Tools/Technology |
| Ortho Kinematics | Austin. TX | 2.0 | Diagnostics |
| Total Raised US | 58.0 | ||
| Total Raised Non-US | 20.6 | ||
| Grants and Contracts | |||
| Company | Funding/Contracting Agency | Amount Raised (USD M) | Principal Focus |
| Grants | |||
| Anacor Pharmaceuticals | Bill & Melinda Gates Foundation | 2.2 | Anti-infectives |
| Bioo Scientific | National Science Foundation | 0.2 | microRNA detection |
| Amicus Therapeutics | Michael J. Fox Foundation | 0.5 | Parkinson's disease |
| Contracts | |||
| Navigen Pharmacetuicals | DoD, DTRA | 21.5 | Hemorrhagic fevers |
| Total Grants and Contracts | 24.4 | ||
| PUBLIC FINANCINGS | |||
| Company | Ticker | Amount Raised (USD M) |
Financing Type |
| ThromboGenics (Belgium) | Euronext:THR | 74.2 | PIPE |
| Bavarian Nordic (Denmark) | CSE:BAVA | 36.4 | PIPE |
| Microbix Biosystems (Canada) | TSX:MBX | 0.6 | PIPE |
| ALDA Pharmaceuticals (Canada) | TSX-V:APH | 0.2 | PIPE |
| Unilife | UNIS | 22.7 | PIPE-Australian depository shares |
| IGI Laboratories | IG | 6.5 | PIPE |
| Access Pharmaceuticals | OTC:ADDP | 6.0 | PIPE-RDO |
| InVivo Therapeutics | OTC:NVIV | 2.5 | PIPE |
| Geron | GERN | 100.0 | Follow on |
| Momenta Pharmaceuticals | MNTA | 57.4 | Follow on |
| Insulet | PODD | 43.0 | Follow on |
| XenoPort | XNPT | 28.6 | Follow on |
| EnteroMedics | ETRM | 25.9 | Follow on |
| Aastrom Biosciences | ASTM | 22.5 | Follow on |
| Merck | MRK | 2,000.0 | Debt |
| Life Technologies | LIFE | 800.0 | Debt |
| Bio-Rad Laboratories | BIO | 425.0 | Debt |
| HeartWare | HTWR | 100.0 | Debt |
| Neurologix | OTC:NRGX | 6.0 | Loan |
| Mesoblast (Australia) | ASX:MSB | 220.0 | Equity stake by Cephalon |
| Galapagos (Belgium) | Euronext:GLPG | 0.9 | Warrant exercise |
| TOTAL PUBLIC FINANCINGS-US | 3,646.1 | ||
| NON-US | 332.3 | ||
| M&A | |||
| Acquirer | Target | Deal Value (USD M) |
Focus |
| Aetna | Medicity | 500.0 | Healthcare IT |
| Al-Dorra Group (Kuwait) | Spencer Pharmaceutical | 245.0 | Specialty pharma |
| Ramius | Cypress Bioscience | 200.0 | IN PLAY |
| Sun Pharmaceuticals (India) | Caraco Pharmaceutical Laboratories | 188.0 | Generics |
| GlaxoSmithKline (United Kingdom) | Nanjing MeiRui Pharma (China) | 70.0 | Emerging markets |
| Olympus (Japan) | Stryker's OP-1 unit | 60.0 | Orthopedics |
| Opto Circuits (India) | Cardiac Science | 55.2 | Medical devices |
| Caliper Life Sciences | Cambridge Research & Instrumentation | 20.0 | Tools/Technology |
| Chongqing Lummy Pharmaceutical (China) | Sichuan Hezheng Pharmaceutical (China) | 13.5 | Traditional Chinese Medicines |
| EKF Diagnostics (Germany) | Argutus Medical unit (United Kingdom) | 3.4 | Diagnostics |
| Fx Solutions (France) | Small Bone Innovations | N/A | Orthopedics |
| Myriad Genetics | Melanoma Diagnostics | N/A | Diagnostics |
| Alliances | |||
| Company/Licensee | Company/Licenser | Deal Value (USD M) |
Focus |
| Cephalon | Mesoblast (Australia) | 2,000.0 | Stem Cell Alliance |
| Immune Pharmaceuticals | iCo Therapeutics (Canada) | 33.0 | Antibody License Option |
| Galderma (France) | NovaBay Pharmaceuticals | 15.3 | Dermatology License |
| Astellas Pharma (Japan) | Cytori Therapeutics | 10.0 | Equity and Option Agreement |
| Sanofi-Aventis (France) | Shanghai Institutes for Biological Sciences (China) | N/A | Cancer Technology License |
| MacroGenics | PolyTherics (United Kingdom) | N/A | Drug Research Collaboration |
| Gruenenthal (Germany) | Forest Laboratories | N/A | Pain Drug License |
| Invida Holdings | Sinclair Pharma (United Kingdom) | N/A | Marketing Partnership |
| Geron | Angiochem (Canada) | N/A | Cancer License |
| Centacor (J&J) | Apixigen | N/A | Antibody Discovery License |
| Kyowa Hakko Kirin (Japan) | Dicerna Pharmaceuticals | N/A | Extension of Collaboration |
| Bayer Schering Pharma (Germany) | Prometheus Laboratories | N/A | Oncology Service Contract |
| MonoSolRx | Midatech Group (United Kingdom) | N/A | Daibetes Joint Venture |
| Agrivida | Syngenta Ventures (Switzerland) | N/A | Agbio Collaboration |
| Serodus (Norway) | Roche (Switzerland) | N/A | Cardiovascular Drug License |
| Pfizer | Morphosys (Germany) | N/A | Technology License |
December 10, 2010
http://www.burrillreport.com/article-ramius_offers_to_acquire_cypress_bioscience%e2%80%94again_.html
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