Crucell N.V.

February 28, 2012 09:06 ET

Judgment Issued in Crucell N.V. Buy-Out Proceedings

LEIDEN, NETHERLANDS--(Marketwire - Feb 28, 2012) -


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,

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,

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Source: Crucell N.V. via Thomson Reuters ONE


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