Johnson & Johnson and Crucell Provide Progress Update on Preparations for Public Offer
(Thomson Reuters ONE) -
New Brunswick, N.J., and Leiden, the Netherlands, 29 October 2010 - Pursuant to
the provisions of Section 7 paragraph 1(a) of the Dutch Decree on Public
Takeover Bids (Besluit Openbare Biedingen Wft) requiring a public announcement
within four weeks following the announcement of an intended public offer to
provide a status update, Johnson & Johnson (NYSE: JNJ) and Crucell N.V. (NYSE
Euronext, NASDAQ: CRXL; Swiss Exchange: CRX) provide the following joint update.
Johnson & Johnson and Crucell report that the companies are making progress on
the preparations for the intended public offer that was previously announced on
6 October 2010 (the Offer). Regarding the announcement by Crucell on 28 October
2010 about manufacturing issues in Crucell's Shingal facility in Korea, Johnson
& Johnson is working with Crucell to understand the circumstances surrounding
these events and to assess the situation.
Johnson & Johnson has filed a first draft of the offer document with the
Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële
Markten, or the AFM) for review and approval. Johnson & Johnson currently
expects to request and obtain the final approval of the offer document from the
AFM and to be in a position to launch the Offer before the end of November, as
previously announced. The U.S. Securities and Exchange Commission will also have
an opportunity to review and comment on the offer document.
On 14th October 2010, Crucell announced that it will convene an initial
informational Extraordinary General Meeting of Shareholders on 10th December
2010 in Amsterdam, the Netherlands, to discuss the Offer. This initial
informational meeting will not be the statutory shareholders meeting as required
by Dutch takeover regulations.
Johnson & Johnson and Crucell have started the consultation process with the
Crucell works council and expect to receive the work council's advice regarding
the Offer shortly. The Internal Revenue Service (IRS) ruling to be obtained by
Johnson & Johnson on certain US tax matters has been formally requested and the
Dutch tax ruling on certain Dutch tax matters has been obtained. Johnson &
Johnson has submitted a draft request to the European Commission (the EC) to
file an anti-trust notification with the EC. The anti-trust filings with the
competition authorities of Brazil have been made.
Johnson & Johnson confirms that the offer price will be paid from Johnson &
Johnson's currently available cash resources. The financing of the Offer is not
subject to any financing conditions or contingencies.
Additional Information
The Offer described herein has not yet commenced, and this material is neither
an offer to purchase nor a solicitation of an offer to sell Crucell N.V.'s
ordinary shares (including ordinary shares underlying American depositary
shares), 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. At the time the Offer is commenced, Johnson & Johnson will file a
tender offer statement with the SEC. Crucell N.V.'s shareholders are strongly
advised to read the tender offer documents that will be filed with the SEC,
because they will contain important information that Crucell N.V.'s shareholders
should consider before tendering their shares. These documents will be
available for free on the SEC web sitewww.sec.gov. 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, Attn: Corporate Secretary's Office.
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 2009 alone, Crucell distributed more than 115 million
vaccine doses in more than 100 countries around the world, with the vast
majority of doses (97%) going to developing countries. 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 130 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. The Company has a broad
development pipeline, with several product candidates based on its unique
PER.C6(®) production technology. The Company licenses its PER.C6(®) technology
and other technologies to the biopharmaceutical industry. Important partners and
licensees include Johnson & Johnson, DSM Biologics, sanofi-aventis, Novartis,
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. The Company 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 N.V.'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 N.V. 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
N.V. can be found in Exhibit 99 of Johnson & Johnson's Annual Report on Form 10-
K for the fiscal year ended January 3, 2010, and Crucell N.V.'s Annual Report/
Form 20-F for the fiscal year ended December 31, 2009, as filed with the U.S.
Securities and Exchange Commission on April 7, 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 N.V.. 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:
Crucell N.V. - Media & Investors
Oya Yavuz
Vice President Corporate Communications & Investor Relations
Tel. +31 (0)71 519 7064
ir(at)crucell.com
www.crucell.com
Johnson & Johnson - Media
Karen Manson Bill Price
Mob. + 32 479 89 47 99 Tel. +1 (732) 524 6623
Mob. +1 (732) 668 3735
Johnson & Johnson - Investors
Louise Mehrotra Stan Panasewicz
Tel. +1 (732) 524 6491 Tel. +1 (732) 524 2524
[HUG#1457405]
PDF file:
http://hugin.info/132631/R/1457405/397081.pdf
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originality of the information contained therein.
Source: Crucell N.V. via Thomson Reuters ONE
Unternehmensinformation / Kurzprofil:
Datum: 29.10.2010 - 21:30 Uhr
Sprache: Deutsch
News-ID 48240
Anzahl Zeichen: 10615
contact information:
Town:
Leiden
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 246 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Johnson & Johnson and Crucell Provide Progress Update on Preparations for Public Offer"
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Crucell N.V. (Nachricht senden)
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