SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 6)
CYPRESS BIOSCIENCE, INC.
(Name of Subject Company)
CYPRESS BIOSCIENCE, INC.
(Name of Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
232674507
(CUSIP Number of Class of Securities)
Jay D. Kranzler M.D., Ph.D.
Chief Executive Officer
Cypress Bioscience, Inc.
4350 Executive Drive, Suite 325
San Diego, CA 92121
(858) 452-2323
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing Statement)
With copies to:
Frederick T. Muto, Esq.
Barbara L. Borden, Esq.
David A. Lipkin, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
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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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This Amendment No. 6 to Schedule 14D-9 amends and supplements the Schedule 14D-9 (as amended)
previously filed by Cypress Bioscience, Inc., a Delaware corporation (“
Cypress
”), with the
Securities and Exchange Commission (the “
SEC
”) on September 28, 2010, as amended by
Amendment No. 1 to Schedule 14D-9 previously filed by Cypress with the SEC on October 4, 2010,
Amendment No. 2 to Schedule 14D-9 previously filed by Cypress with the SEC on October 14, 2010,
Amendment No. 3 to Schedule 14D-9 previously filed by Cypress with the SEC on December 21, 2010,
Amendment No. 4 to Schedule 14D-9 previously filed by Cypress with the SEC on December 29, 2010,
and by Amendment No. 5 to Schedule 14D-9 previously filed by Cypress with the SEC on December 30,
2010, relating to the tender offer by Ramius V&O Acquisition LLC, a Delaware limited liability
company which is owned by Ramius Value and Opportunity Advisors LLC, a Delaware limited liability
company, Royalty Pharma US Partners 2008, LP, a Delaware limited partnership, Royalty Pharma US
Partners, LP, a Delaware limited partnership, and RP Investment Corp., a Delaware corporation, 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, to purchase all the
issued and outstanding shares of Cypress’ common stock, $0.001 par value per share, together with
the associated preferred stock purchase rights for $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 Offer to Purchase, dated September 15, 2010, as amended by
Amendment No. 1 to Schedule TO on September 20, 2010, Amendment No. 2 to Schedule TO on September
21, 2010, Amendment No. 3 to Schedule TO on September 30, 2010, Amendment No. 4 to Schedule TO on
October 12, 2010, Amendment No. 5 to Schedule TO on October 14, 2010, Amendment No. 6 to Schedule
TO on November 3, 2010, Amendment No. 7 to Schedule TO on December 10, 2010, Amendment No. 8 to
Schedule TO on December 14, 2010, Amendment No. 9 to Schedule TO on December 15, 2010, Amendment
No. 10 to Schedule TO on December 20, 2010, and by Amendment No. 11 to Schedule TO on December 21,
2010, and in the related Letter of Transmittal, each of which may be amended or supplemented from
time to time.
Item 8.
Additional Information.
A new paragraph is hereby added after the last paragraph under the section titled “Regulatory
Approval” as follows:
On January 3, 2011, Cypress received notification of early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to
the Offer.
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