NEW BRUNSWICK, N.J. and LEIDEN,
Netherlands, Feb. 8, 2011 /PRNewswire/ -- Johnson &
Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, Nasdaq: CRXL;
Swiss Exchange: CRX) provide further information regarding Johnson
& Johnson's proposed acquisition of Crucell.
Reference is made to the joint press release of Johnson &
Johnson and Crucell N.V. (Crucell) dated 8
December 2010 announcing the recommended cash offer by
Johnson & Johnson for all of the issued and outstanding
ordinary 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).
Crucell Shareholders Adopt Governance Resolutions
Today Crucell held the statutory informative Extraordinary
General Meeting (the Offer EGM) of Shareholders. At the Offer EGM,
the Offer was discussed and the Governance Resolutions were
adopted. With the adoption of the Governance Resolutions, another
important Offer condition has been fulfilled.
The Governance Resolutions concern (1) an amendment of Crucell's
articles of association, (2) the appointment of new Crucell
supervisory board members nominated by Johnson & Johnson and
(3) the granting of discharge to the current Crucell supervisory
members. Messrs. W.M. Burns,
S.A. Davis, P. Satow, J.S.S. Shannon, G.R.
Siber, F.F. Waller and C.-E.
Wilhelmsson will resign in connection with the Offer. The
Supervisory Board will be strengthened with Mr. J.H.J. Peeters, Mr. P.
Stoffels, Mr. T.J. Heyman,
Mr. J.J.U. Van Hoof , Ms.
J.V. Griffiths, Mr. B.W. van
Zijll Langhout, Mr. P. Korte , Mr.
D.-J. Zweers, and Mr. J.C. Bot. All resolutions and
resignations are subject to the Offer being declared unconditional
and take effect on the settlement date of the Offer.
The shareholders of Crucell voted in person, by proxy, or by
voting instruction, representing a total of 61.05% of the total
issued share capital entitled to vote.
Announcement on US Regulatory Matters
As contemplated by the Offer documentation and in order to
comply with U.S. regulatory requirements, Johnson & Johnson
hereby announces that, under the terms and conditions of the Offer,
the minimum acceptance level may be reduced after the expiration of
the Offer from at least 95% of the Shares to 80% of the Shares.
This possible reduction in the minimum acceptance level will occur
if (1) a favorable ruling from the Internal Revenue Service is
obtained by Johnson & Johnson with respect to certain tax
matters and (2) proxies are received in respect of at least 80% of
the Shares. Such proxies will allow JJC Acquisition Company B.V.
(the Offeror), a wholly owned subsidiary of Johnson & Johnson,
to vote in favor of an asset sale that may be pursued as a
post-closing restructuring following the consummation of the
Offer.
The Offer will expire at 17:45 hours Dutch time (11:45 a.m. New
York time) on 16 February
2011, unless the Offer is extended. Withdrawal rights
will terminate following the expiration of the Offer. Crucell
shareholders who have already tendered their Shares in the Offer
but whose willingness to tender will be affected by the possible
80% minimum acceptance level should withdraw their tenders
immediately but in any event before the expiration of the Offer.
This announcement is not an indication of current acceptance
levels and does not constitute a reduction of the minimum
acceptance condition itself. Any such reduction will only be
made after the expiration of the Offer.
Further information regarding the Offer is contained in the
offer document (including further details on the impact that
reducing the minimum acceptance condition may have on Crucell
shareholders) and the position statement which are available free
of charge on the website of Crucell at www.crucell.com.
Additional Information
This joint press release is issued pursuant to the provisions of
Section 4 paragraph 3 of the Dutch Decree on Public Takeover Bids
(Besluit openbare biedingen Wft) and Section 5:25i of the
Dutch Financial Markets Supervision Act (Wet op het financieel
toezicht).
On 8 December 2010, the Offeror
commenced the Offer to acquire all of the issued and outstanding
ordinary shares (Ordinary Shares) in the capital of Crucell,
including all Ordinary Shares represented by American depositary
shares (each, an ADS), on the terms and subject to the conditions
and restrictions contained in the Offer Document dated 8 December 2010 (the Offer Document).
Shareholders who accept the Offer and tender Ordinary Shares
will be paid, on the terms and subject to the conditions and
restrictions contained in the Offer Document, an amount equal to
euro 24.75, net to the Shareholders
in cash, without interest and less any applicable withholding taxes
(the Offer Price) in consideration of each Ordinary Share, subject
to the Offeror declaring the Offer unconditional.
Shareholders who accept the Offer and tender 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, subject to the Offeror declaring the Offer unconditional.
The offer and withdrawal rights will expire at 17:45 hours
Dutch time (11:45 a.m. New York time), on 16
February 2011, unless extended in the manner set forth 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.
About Crucell
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.
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 the fact that the transaction is
conditioned on the successful tender of the outstanding ordinary
shares of Crucell, the receipt of required government and
regulatory approvals and certain other customary closing
conditions; 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 3 January
2010, 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.)
For further information please
contact:
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Crucell N.V. - Media &
Investors
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Oya Yavuz
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Vice President Corporate
Communications & Investor Relations
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Tel. +31 (0)71 519
7064
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ir@crucell.com
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www.crucell.com
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Johnson & Johnson –
Media
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Karen Manson
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Jeff Leebaw
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Mob. + 32 479 89 47
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Tel. +1
(732)-524-3350
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Mob. +1 (732)-642-6608
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Johnson & Johnson –
Investors
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Louise Mehrotra
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Stan Panasewicz
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Tel. +1 (732) 524
6491
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Tel. +1 (732) 524
2524
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SOURCE Johnson & Johnson; Crucell