Johnson & Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext,
NASDAQ: CRXL) (SWISS: CRX) today announced that following the end
of the subsequent offering period (na-aanmeldingstermijn,
Subsequent Offering Period), Johnson & Johnson has acquired
98.89% of the issued Shares in Crucell N.V. (Crucell) (which
includes treasury shares held by Crucell) and 98.93% of the issued
and outstanding Shares in Crucell.
Reference is made to the joint press release of Johnson &
Johnson and Crucell dated 8 December 2010 announcing the
recommended cash offer by Johnson & Johnson, through its
indirect wholly-owned subsidiary, JJC Acquisition Company B.V. (the
Offeror) for all of the issued and outstanding ordinary shares
(Ordinary Shares) in the capital of Crucell, including all Ordinary
Shares represented by American depositary shares (ADSs), each ADS
representing one Ordinary Share (Ordinary Shares and ADSs are
referred to herein as the Shares and the holders of such Shares are
referred to as the Shareholders) at an offer price of EUR24.75 per
Share (the Offer). On 22 February 2011 Johnson & Johnson
declared the Offer unconditional.
Subsequent Offering Period
The Subsequent Offering Period expired, as scheduled, at 17:45
Dutch Time (11:45 New York Time) on 8 March 2011. The Shares
tendered for acceptance under the Offer during the Subsequent
Offering Period by Shareholders other than members of the Johnson
& Johnson group amount to 3,352,422 Shares (including 222,103
represented by ADSs), representing 3.78% of the issued share
capital of Crucell (which includes treasury shares held by
Crucell). All Shares that were validly tendered (or defectively
tendered provided that such defect has been waived by the Offeror),
on the terms and subject to the conditions and restrictions of the
Offer, during the Subsequent Offering Period have been accepted for
payment. As of the end of the Subsequent Offering Period 87,791,419
Shares are held by or tendered to the Offeror, representing 98.89%
of the issued share capital of Crucell (which includes treasury
shares held by Crucell).
Delisting, Deregistration and Termination of Reporting
Obligations
Crucell intends to delist the Ordinary Shares on Euronext
Amsterdam (Euronext) and the Swiss Exchange (SIX) and the ADSs on
the NASDAQ Global Market Select (NASDAQ) as soon as reasonably
practicable under applicable law and stock exchange rules and
regulations. Accordingly, Crucell intends to file a Form 25 with
the U.S. Securities and Exchange Commission (SEC) to effect the
delisting of the ADSs from NASDAQ. Crucell intends to file a Form
15F with the SEC to deregister and terminate its reporting
obligations under the U.S. Securities Exchange Act of 1934, as
amended. Crucell intends to delist the Ordinary Shares on Euronext
and SIX after the Form 15F is filed. Crucell reserves the right to
delay or withdraw for any reason the filing of the Form 25 and Form
15F or the delisting on Euronext and/or SIX.
Statutory Buy-Out Proceedings
As the Offeror holds at least 95% of the Shares (excluding
treasury shares held by Crucell), the Offeror intends to acquire
the remaining Shares by means of buy-out proceedings
(uitkoopprocedure) in accordance with article 2:92a and/or 359c of
the Dutch Civil Code, to be initiated as soon as reasonably
practicable. Further details will follow as circumstances
require.
Additional Information
This joint press release is issued pursuant to the provisions of
Section 17 paragraph 4 of the Dutch Decree on Public Takeover Bids
(Besluit openbare biedingen Wft).
On 8 December 2010, the Offeror commenced the Offer to acquire
all of the issued and outstanding Ordinary Shares in the capital of
Crucell, including all Ordinary Shares represented by ADSs, on the
terms and subject to the conditions and restrictions contained in
the Offer Document dated 8 December 2010 (the Offer Document).
Shareholders who accepted the Offer and tendered Ordinary Shares
will be paid, on the terms and subject to the conditions and
restrictions contained in the Offer Document, the Offer Price in
consideration of each Ordinary Share. Shareholders who accepted the
Offer and tendered ADSs will be paid, on the terms and subject to
the conditions and restrictions contained in the Offer Document, an
amount equal to the U.S. dollar equivalent of the Offer Price,
calculated by using the spot market exchange rate for the U.S.
dollar against the Euro on the date on which funds are received by
Computershare Trust Company, N.A. to pay for ADSs upon completion
of the Offer, in consideration of each ADS. The Offer was declared
unconditional by Johnson & Johnson on February 22, 2011 and the
Subsequent Offering Period expired at 17:45 Dutch Time (11:45 New
York Time) on 8 March 2011. This press release is neither an offer
to purchase nor a solicitation of an offer to sell shares of
Crucell, nor shall there be any sale or purchase of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The Offer is being made
pursuant to the tender offer statement on Schedule TO (including
the Offer Document, a related ADS letter of transmittal and tender
and proxy form, and other relevant materials) filed by the Offeror
with the U.S. Securities and Exchange Commission (SEC) on 8
December 2010.
SHAREHOLDERS OF CRUCELL ARE URGED TO READ THESE AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. Copies of
Johnson & Johnson's filings with the SEC may be obtained at the
SEC's web site (www.sec.gov) or by directing a request to Johnson
& Johnson at Johnson & Johnson, One Johnson & Johnson
Plaza, New Brunswick, NJ 08933, U.S.A. (Attention: Corporate
Secretary's Office). The Offer Document is available free of charge
on the website of Crucell at www.crucell.com. Hard copies of the
Offer Document will also be available at the offices of Crucell at
Archimedesweg 4-6, 2333 CN Leiden, the Netherlands; at the offices
of the Dutch Settlement Agent, ING Bank N.V., Bijlmerdreef 888 1102
MG Amsterdam, the Netherlands (Attention: Sjoukje Hollander/Remko
Los), telephone: + 31 20 563 6546 / + 31 20 563 6619, email:
iss.pas@ing.nl); and at the offices of the U.S. Settlement Agent,
Computershare Trust Company, N.A., 250 Royall Street, Canton, MA
02021.
About Crucell
Crucell N.V. (NYSE Euronext, NASDAQ: CRXL) (SWISS: CRX) is a
global biopharmaceutical company focused on research development,
production and marketing of vaccines, proteins and antibodies that
prevent and/or treat infectious diseases. In 2010 alone, Crucell
distributed more than 105 million vaccine doses in more than 100
countries around the world. Crucell is one of the major suppliers
of vaccines to UNICEF and the developing world. Crucell was the
first manufacturer to launch a fully-liquid pentavalent vaccine.
Called Quinvaxem®, this innovative combination vaccine protects
against five important childhood diseases. Over 180 million doses
have been sold since its launch in 2006 in more than 50 GAVI
countries. With this innovation, Crucell has become a major partner
in protecting children in developing countries. Other products in
Crucell's core portfolio include a vaccine against hepatitis B and
a virosome- adjuvanted vaccine against influenza. Crucell also
markets travel vaccines, such as an oral anti-typhoid vaccine, an
oral cholera vaccine and the only aluminum- free hepatitis A
vaccine on the market. Crucell has a broad development pipeline,
with several product candidates based on its unique PER.C6®
production technology. Crucell licenses its PER.C6® technology and
other technologies to the biopharmaceutical industry. Important
partners and licensees include Johnson & Johnson, DSM
Biologics, sanofi-aventis, Novartis, Pfizer/Wyeth, GSK, CSL and
Merck & Co. Crucell is headquartered in Leiden, the
Netherlands, with offices in China, Indonesia, Italy, Korea,
Malaysia, Spain, Sweden, Switzerland, UK, the USA and Vietnam.
Crucell employs over 1300 people. For more information, please
visit www.crucell.com.
About Johnson & Johnson
Caring for the world, one person at a time.inspires and unites
the people of Johnson & Johnson. We embrace research and
science - bringing innovative ideas, products and services to
advance the health and well-being of people. Our approximately
114,000 employees at more than 250 Johnson & Johnson companies
work with partners in health care to touch the lives of over a
billion people every day throughout the world.
Forward-looking statements
(This press release contains "forward-looking statements". All
statements other than statements of historical fact are statements
that could be deemed forward- looking statements. These statements
are based on current expectations of future events. If underlying
assumptions prove inaccurate or unknown risks or uncertainties
materialize, actual results could vary materially from Johnson
& Johnson's and Crucell's expectations and projections. Risks
and uncertainties include general industry conditions and
competition; general domestic and international economic
conditions, such as interest rate and currency exchange rate
fluctuations; technological advances and patents attained by
competitors; challenges inherent in new product development,
including obtaining regulatory approvals; domestic and foreign
health care reforms and governmental laws and regulations affecting
domestic and foreign operations; and trends toward health care cost
containment. In addition, if and when the transaction is
consummated, there will be risks and uncertainties related to
Johnson & Johnson's ability to successfully integrate the
products and employees of Johnson & Johnson and Crucell as well
as the ability to ensure continued performance or market growth of
Crucell's products. A further list and description of these risks,
uncertainties and other factors and the general risks associated
with the respective businesses of Johnson & Johnson and Crucell
can be found in Exhibit 99 of Johnson & Johnson's Annual Report
on Form 10-K for the fiscal year ended 2 January 2011, and
Crucell's Annual Report/ Form 20-F for the fiscal year ended 31
December 2009, as filed with the U.S. Securities and Exchange
Commission on 7 April 2010, as well as other subsequent filings.
Crucell prepares its financial statements under International
Financial Reporting Standards (IFRS). Copies of these filings are
available online at www.sec.gov, www.jnj.com, www.crucell.com or on
request from Johnson & Johnson or Crucell. Neither Johnson
& Johnson nor Crucell undertakes to update any forward-looking
statements as a result of new information or future events or
developments.)
PDF file: http://hugin.info/132631/R/1495534/431294.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants
that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Crucell N.V. via Thomson Reuters ONE
[HUG#1495534]
For further information please contact: Crucell N.V. - Media
& Investors Oya Yavuz Vice President Corporate Communications
& Investor Relations Tel. +31 (0)71 519 7064 Email Contact
www.crucell.com Johnson & Johnson - Media Karen Manson Mob. +
32 479 89 47 99 Bill Price Tel. +1 (732) 524 6623 Mob. +1 (732) 668
3735 Johnson & Johnson - Investors Louise Mehrotra Tel. +1
(732) 524 6491 Stan Panasewicz Tel. +1 (732) 524 2524
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