Judgment Issued in Crucell N.V. Buy-Out Proceedings
28 2월 2012 - 11:06PM
Marketwired
JUDGMENT ISSUED IN CRUCELL N.V. BUY-OUT PROCEEDINGS
Crucell N.V. ("Crucell") today announced that the Enterprise
Chamber of the Amsterdam Court of Appeal has ordered the remaining
holders of ordinary shares (the "Ordinary Shares") in the capital
of Crucell, to transfer their Ordinary Shares to JJC Acquisition
Company B.V. ("JJC"), a subsidiary of Johnson & Johnson, in
exchange for payment of the Purchase Price (as described below).
The Enterprise Chamber also ordered The Bank of New York Mellon
(the "Depositary"), which holds all Ordinary Shares underlying the
remaining American depositary shares ("ADSs"), each ADS
representing one Ordinary Share, to transfer such Ordinary Shares
to JJC. The remaining holders of ADSs were ordered to tolerate this
transfer by the Depositary to JJC. Holders of Ordinary Shares and
ADSs are referred to herein as the "Shareholders".
The judgment of the Enterprise Chamber was rendered in the
buy-out proceedings between JJC and the remaining Shareholders (the
"Buy-Out Proceedings"). The Enterprise Chamber rendered the
judgment on February 21, 2012 and declared it immediately
enforceable.
The Buy-Out Proceedings follow the successful public offer by
JJC for all issued and outstanding capital of Crucell (the "Public
Offer"). Minority Shareholders, including Crucell itself, hold
983,490 Ordinary Shares, or 1.1% of the issued share capital of
Crucell, while JJC holds the remaining 98.9%.
The Enterprise Chamber has set the price to be paid in exchange
for the transfer of the Ordinary Shares at an amount equal to the
price paid under the Public Offer, EUR 24.75 per Ordinary Share, to
be increased with statutory interest over the period from the date
of the judgment until the date of transfer and to be reduced with
any distributions paid on the Ordinary Shares during such period
(the "Purchase Price").
Procedures for Holders of Ordinary Shares. Holders of Ordinary
Shares, including the Depositary, may transfer their Ordinary
Shares to JJC in return for payment of the Purchase Price at any
time prior to 15 March 2012 at 15.00 hours CET (the "Transfer
Period"). Participating holders should transfer their Ordinary
Shares to the giro depot of the designated securities account at
ING Bank N.V. ("ING"), EGSP 29710, BIC INGBNL2SSMK, account number
2024705007. On 9 March 2012, JJC will pay to the participating
holders the Purchase Price for all Ordinary Shares that have been
validly transferred to ING before 8 March 2012 at 15.00 hours CET
and on 16 March 2012 JJC will pay to the participating holders the
Purchase Price for all Ordinary Shares that have been validly
transferred to ING after 8 March 2012 at 15.00 hours CET and before
15 March 2012 at 15.00 hours CET.
Procedures for Holders of ADSs. No further action is required by
holders of ADSs to receive the applicable Purchase Price in respect
of their ADSs other than surrendering ADSs to the Depositary in
exchange for payment as described below. The Depositary will close
the ADS program for both deposits and withdrawals of Ordinary
Shares at the close of business, New York time, on February 28,
2012 and will transfer the Ordinary Shares underlying the ADSs to
ING during the initial Transfer Period. Upon receipt of the
Purchase Price in respect of those Ordinary Shares, the Depositary
will convert the Purchase Price into U.S. dollars and will call for
surrender of all outstanding ADSs. The Depositary will distribute
the U.S. dollars received, after deduction of the expenses of the
conversion and the fee of the Depositary for the surrender of ADSs,
to the holders of the ADSs upon surrender by them of their ADSs for
cancellation. The Depositary will also notify ADS holders that the
ADS program will terminate effective 30 days after the date of that
notice.
After the termination of the Transfer Period, JJC will consign
the Purchase Price for the Ordinary Shares which have not been
transferred to JJC to the "Consignatiekas" of the Dutch Ministry of
Finance, in compliance with applicable procedures. As a result, JJC
will own 100% of the issued share capital of Crucell.
Further information relating to the transfer of Ordinary Shares
to ING during the Transfer Period may be obtained from ING,
telephone: (0) 20 563 6619, email:iss.pas@ing.nl.
Copies of the writ of service and the judgment related to the
Buy-Out Proceedings can be obtained from: G.P. Oosterhoff,
NautaDutilh N.V., Strawinskylaan 1999, 1077 XV Amsterdam,
telephone: (0) 20 7171 000, fax: (0) 20 7171 111,
email:gosse.oosterhoff@nautadutilh.com.
PDF file: http://hugin.info/132631/R/1589589/499207.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#1589589]
For further information please contact: Crucell N.V. Corporate
Communications Tel. (0)71-5197065 Email Contact www.crucell.com
Crucell NV ADS, Each Representing One Ordinary Share (MM) (NASDAQ:CRXL)
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Crucell NV ADS, Each Representing One Ordinary Share (MM) (NASDAQ:CRXL)
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