Johnson & Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext,
NASDAQ: CRXL) (SWISS: CRX) today announce that Johnson &
Johnson has completed the tender offer for Crucell N.V. (Crucell)
and has declared the offer unconditional. As a result, Crucell will
now operate as the center for vaccines within the Johnson &
Johnson pharmaceuticals group.
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).
Johnson & Johnson will commence, through the Offeror, a
subsequent offering period to allow Shareholders who have not yet
accepted the Offer to tender their Shares, as further described
below. Johnson & Johnson encourages Shareholders who have not
yet accepted the Offer to do so immediately.
Highlights
* Johnson & Johnson declares the Offer unconditional
* Share Acceptance Level is 95.24% of the issued and outstanding
share capital of Crucell
* Settlement of the Offer will take place on 25 February
2011
* Remaining Shares can be tendered in a Subsequent Offering
Period ending 8 March 2011
Offer unconditional
All conditions in connection with the Offer, as described in the
offer document dated 8 December 2010 (the Offer Document), have
been satisfied. As a result, the Offer is declared unconditional
(gestanddoening).
Acceptances
As of the expiration of the initial offering period, the Shares
tendered in the Offer, together with Shares already held by the
Johnson & Johnson Group and the Shares to be acquired through
the purchase and exercise of options, amount to 84,520,377 Shares
(of which 12,774,957 are represented by ADSs), representing
approximately 95.21% of the issued share capital of Crucell (which
includes treasury shares held by Crucell) and 95.24% of the issued
and outstanding share capital of Crucell, in each case on a fully
diluted basis. 81,380 of ADSs tendered remain subject to the
guaranteed delivery procedures described in the Offer. All Shares
that were validly tendered (or defectively tendered provided that
such defect has been waived by the Offeror) and not properly
withdrawn, on the terms and subject to the conditions and
restrictions of the Offer, during the initial offering period have
been accepted for payment.
Settlement
In accordance with the terms of the Offer, Shareholders who
accepted the Offer and validly tendered (or defectively tendered
provided that such defect has been waived by the Offeror) their
Shares on the terms and subject to the conditions and restrictions
of the Offer prior to the expiration of the Offer will be paid on
25 February 2011, unforeseen circumstances excepted (e.g., in the
event of force majeure impeding Settlement). Shareholders who
accepted the Offer and validly tendered (or defectively tendered
provided that such defect has been waived by the Offeror) Ordinary
Shares on the terms and subject to the conditions and restrictions
of the Offer will be paid EUR24.75 in cash, without interest and
less any applicable withholding taxes (the Offer Price), in
consideration of each Ordinary Share. Shareholders who accepted the
Offer and validly tendered (or defectively tendered provided that
such defect has been waived by the Offeror) ADSs on the terms and
subject to the conditions and restrictions of the Offer will be
paid 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 the U.S. Settlement Agent to pay for ADSs upon
completion of the Offer, in consideration of each ADS.
Subsequent Offering Period (na-aanmeldingstermijn)
Shareholders who have not yet accepted the Offer will have the
opportunity to tender their Shares in a subsequent offering period
(na- aanmeldingstermijn) commencing at 9:00 hours Dutch Time (3:00
pm New York time), on 23 February 2011, and expiring at 17:45 Dutch
Time (11:45 New York Time), on 8 March 2011, for the same
consideration and subject to the same terms, conditions and
restrictions as described in the Offer Document.
During the subsequent offering period, the Offeror will accept
Shares tendered pursuant to the Offer and will pay for such Shares
promptly and, in any event within three business days following the
date on which such Shares are tendered. No proxies will be
solicited from Shareholders that tender Shares in the subsequent
offering period. Shareholders will not be able to withdraw any
Shares tendered during the subsequent offering period.
Implications of the Offer being declared Unconditional
Shareholders who did not tender their Shares in the Offer should
carefully review sections 7.14 to 7.21 of the Offer Document, which
describe certain implications to which they will be subject when
the Offer is declared unconditional (gestanddoening) and
settled.
In addition, the Offeror intends, to the extent permitted under
applicable law and stock exchange regulations, to delist the
Ordinary Shares on Euronext Amsterdam and the Swiss Exchange and
the ADSs on NASDAQ as soon as reasonably practicable under
applicable rules and regulations.
These risks are in addition to the exposure of such Shareholders
to the risks inherent in the business of Crucell, as such business
and the structure of Crucell may change from time to time after the
settlement date.
Statutory Buy-Out Proceedings and Cancellation Post Offer
EGM
As the Offeror (together with its affiliates) will hold at least
95% of the Shares (excluding Shares held by Crucell or its
affiliates) upon the Settlement Date, the Offeror intends to
acquire the remaining Shares not tendered 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 under applicable rules and regulations.
Further details will follow as circumstances require. Accordingly,
the post-closing restructuring will no longer be pursued and the
Post Offer EGM will be cancelled by Crucell.
Additional Information
This joint press release is issued pursuant to the provisions of
Section 16 paragraph 1 and Section 17 paragraph 1 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 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.
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. The
subsequent offering period will commence at 9:00 hours Dutch Time
(3:00 pm New York time), on 23 February 2011, and expire at 17:45
Dutch Time (11:45 New York Time), on 8 March 2011, for the same
consideration and subject to the same terms, conditions and
restrictions as described in the Offer Document. 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 Exchange: 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 3 January 2010, 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/1491144/426766.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#1491144]
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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