NEW BRUNSWICK, N.J., and LEIDEN, Netherlands, Feb. 17, 2011 - Johnson & Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, Nasdaq: CRXL; Swiss Exchange: CRX) today announced that the minimum acceptance condition of Johnson & Johnson's Offer to acquire Crucell N.V. (Crucell) has been satisfied. The initial offering period of the Offer expired at 17:45 hours Dutch time (11:45 a.m. New York time) on 16 February 2011.
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 shares in the capital of Crucell, including those represented by American depositary shares, at an offer price of Euro 24.75 per share (the Offer).
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 American depositary shares), representing approximately 95.21% of the issued share capital of Crucell and 95.24% of the issued and outstanding share capital of Crucell, in each case on a fully diluted basis. 174,595 of ADSs tendered remain subject to the guaranteed delivery procedures described in the Offer. As such, the minimum acceptance condition has been satisfied.
It should be noted that even though 95.24% of the issued and outstanding share capital of Crucell (on a fully diluted basis) has been tendered, the minimum acceptance condition would have nonetheless been satisfied because Johnson & Johnson has now obtained a favorable ruling from the Internal Revenue Service of the United States and, as of the expiration of the initial offering period, received proxies (or will have obtained the voting power) in respect of approximately 93.32% of Crucell shares.
Johnson & Johnson will announce whether or not the Offer is declared unconditional no later than Tuesday 22 February 2011 in accordance with the terms of the Offer and Article 16 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft).
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.
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CONTACT: Crucell N.V. - Media & Investors: Oya Yavuz, Vice President Corporate Communications & Investor Relations, +31 (0)71 519 7064, email@example.com; Johnson & Johnson - Media: Karen Manson, Mob. + 32 479 89 47 99; Bill Price, +1-732-524-6623, Mob. +1-732-668-3735; Johnson & Johnson - Investors: Louise Mehrotra, +1-732-524-6491; Stan Panasewicz, +1-732-524-2524
Web Site: www.jnj.com