Johnson & Johnson and Crucell Progress Update: Expect to Commence Public Offer Prior to 10 December 2010
(Thomson Reuters ONE) -
Will further assess Korea Manufacturing Issues following Commencement of Offer
New Brunswick, N.J., and Leiden, the Netherlands, 30 November 2010 - Johnson &
Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, NASDAQ: CRXL; Swiss
Exchange: CRX) provide the following joint update on the preparations for the
intended public offer by JJC Acquisition Company B.V., a subsidiary of Johnson &
Johnson, for all ordinary shares and American depository receipts of Crucell
(the Offer) and on the status of the manufacturing issues in Crucell's Shingal
facility in Korea previously announced by Crucell (the Korea Manufacturing
Issues ).
Offer time table: expected commencement in advance of 10 December 2010
The review of the draft offer document by the Netherlands Authority for the
Financial Markets (Stichting Autoriteit Financiële Markten, or the AFM) and by
the U.S. Securities and Exchange Commission (the SEC) are currently underway and
Johnson & Johnson currently expects to obtain the final approval of the offer
document from the AFM and be in a position to commence the Offer in advance of
the previously announced initial informational Extraordinary General Meeting of
Shareholders of Crucell to be held on 10 December 2010 in Amsterdam, the
Netherlands.
Korea Manufacturing Issues update
As previously announced by Crucell on 28 October 2010 and 9 November 2010,
Crucell put a temporary hold on all shipments of Quinvaxem(®) and Hepavax-
Gene(®) and suspended production at the Shingal facility in Korea as the
facility's sterile operation had been compromised due to a microbiological
contamination. In the third quarter financial results, Crucell took a ?22.8
million inventory provision on Quinvaxem(®) stock related to the Korea
Manufacturing Issues. Crucell reports that it expects to resume shipments of the
non-contaminated stock of Quinvaxem(®) shortly. In addition, actions are being
taken to resume manufacturing at the Shingal facility. Crucell expects to return
to full manufacturing capacity in Shingal as of February 2011.
Johnson & Johnson continues to work with Crucell to further understand the
circumstances surrounding the Korea Manufacturing Issues and to assess the
situation and its impact and potential consequences.
Johnson & Johnson and Crucell have agreed to move toward a commencement of the
Offer despite the fact that Crucell's investigation into the root cause of the
Korea Manufacturing Issues remains ongoing and the financial and other impacts
and consequences of the Korea Manufacturing Issues on Crucell's business and
operations will not be fully known as of the anticipated date of the
commencement of the Offer.
In this regard, Johnson & Johnson and Crucell have agreed to confirm their
interpretation of the pre-offer condition and offer condition concerning the
absence of a "material adverse effect" as set forth in the 6 October 2010 merger
agreement between the parties.
Johnson & Johnson and Crucell have confirmed that, while the immediate financial
impact of the Korea Manufacturing Issues to Crucell, as described in Crucell's
financial results for the third quarter of 2010, would not alone constitute a
material adverse effect, all effects relating to the Korea Manufacturing Issues
(including those related to the period prior to commencement of the Offer) may
be taken into account but only in combination with further developments that may
arise or become known to Johnson & Johnson after the commencement of the Offer
as a result of, and/or in connection with, the Korea Manufacturing Issues in
assessing whether the offer condition related to the absence of a material
adverse effect has been satisfied at the completion of the Offer.
Other relevant developments
Crucell's Works Council has rendered its positive advice regarding the Offer,
the process to obtain the Internal Revenue Service ruling on certain US tax
matters is ongoing, and Johnson & Johnson has submitted a formal request to the
European Commission (the EC) to file an anti-trust notification with the EC.
This joint press release is issued pursuant to the provisions of Section 5:25i
of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht)
and Section 4 paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit
openbare biedingen Wft).
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's shareholders are strongly advised
to read the tender offer documents that will be filed with the SEC as they
contain important information that shareholders should consider before tendering
their shares. These documents will be available for free on the SEC web site.
Copies of Johnson & Johnson's filings with the SEC may be obtained at the SEC's
websitewww.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
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Source: Crucell N.V. via Thomson Reuters ONE
Unternehmensinformation / Kurzprofil:
Datum: 30.11.2010 - 23:59 Uhr
Sprache: Deutsch
News-ID 49277
Anzahl Zeichen: 12952
contact information:
Town:
Leiden
Kategorie:
Business News
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"Johnson & Johnson and Crucell Progress Update: Expect to Commence Public Offer Prior to 10 December 2010"
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