Notable Mergers and Acquisitions of the Day 12/15: NVS/ACL, DYN/IEP, CYPB

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Novartis (NYSE: NVS) agreed to acquire the remaining shares of Alcon, Inc. (NYSE: ACL) it doesn't currently own for $168 per share.

The merger consideration will be comprised of a combination of Novartis shares and, if necessary, a cash contingent value amount to result in a total value of $168 per share.

Upon completion of the merger, Alcon will become the second largest division within Novartis. CIBA VISION and select Novartis ophthalmic medicines will be integrated into Alcon, forming an organization with more than $8.7 billion in sales covering over 70 percent of the eye care segment.
Dynegy Inc. (NYSE: DYN) announced that its Board has unanimously approved a definitive agreement to be acquired by Icahn Enterprises LP (NYSE: IEP) for $5.50 per share in cash, or approximately $665 million in the aggregate.

Under the terms of the agreement, Dynegy stockholders will receive $5.50 in cash for each outstanding share of Dynegy common stock they own, which is $0.50 per share or 10% higher than the previous offer and represents a 10% premium to Dynegy’s average closing stock price over the last 30 trading days.

In connection with today’s announcement, it is expected that a wholly owned subsidiary of IEP will commence a tender offer for all of the outstanding shares of Dynegy that they do not already own no later than December 22, 2010. IEP and its affiliates own approximately 9.9% of Dynegy’s outstanding shares and have previously acquired options to purchase approximately 5% of Dynegy’s outstanding shares. IEP has also agreed that, in certain circumstances, if a “superior” all cash offer is made and supported by Dynegy, and IEP does not wish to top the “superior” offer, it will support it.
Cypress Bioscience, Inc. (Nasdaq: CYPB) announced that they have agreed to be acquired by Ramius V&O Acquisition LLC, an affiliate of Ramius LLC, for a price of $6.50 per outstanding common share, or $255 million on a fully-diluted basis.

Ramius and Royalty Pharma’s tender offer for all of the outstanding shares of common stock of Cypress, which was scheduled to expire at Midnight, New York City time, December 17, 2010, will be extended and remain open through Midnight, New York City time, on December 29, 2010, unless further extended in accordance with the terms of the merger agreement.

Jefferies & Company, Inc. is serving as financial advisors to Cypress and Cooley LLP, Sullivan & Cromwell LLP and Potter Anderson & Corroon LLP are serving as Cypress’ legal advisors.

Perella Weinberg Partners is serving as financial advisors to the Board of Directors of Cypress.

Olshan Grundman Frome Rosenzweig & Wolosky LLP is serving as legal advisor to Ramius. Groton Partners is serving as financial advisor to Royalty Pharma.

Goodwin Procter LLP and Akin Gump, Strauss, Hauer & Feld, LLP are serving as legal advisors to Royalty Pharma.