March 08, 2011 17:09 ET
Johnson & Johnson Acquires 98.89% of Issued Crucell Shares as of the End of the Subsequent Offering Period and Crucell Intends to Delist Crucell Ordinary Shares and ADSs
NEW BRUNSWICK, NJ and LEIDEN, NETHERLANDS--(Marketwire - March 8, 2011) - 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
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(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]