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.