Johnson & Johnson Completes Tender Offer for Crucell and Declares Offer Unconditional
(Thomson Reuters ONE) -
New Brunswick, N.J., and Leiden, the Netherlands, 22 February 2011 - Johnson &
Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, NASDAQ: CRXL; Swiss
Exchange: CRX) today announce that Johnson & Johnson has completed the tender
offer for Crucell N.V. (Crucell) and has declared the offer unconditional. As a
result, Crucell will now operate as the center for vaccines within the Johnson &
Johnson pharmaceuticals group.
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 ordinary shares
(Ordinary Shares) in the capital of Crucell, including all Ordinary Shares
represented by American depositary shares (ADSs), each ADS representing one
Ordinary Share (Ordinary Shares and ADSs are referred to herein as the Shares
and the holders of such Shares are referred to as the Shareholders) at an offer
price of ?24.75 per share (the Offer).
Johnson & Johnson will commence, through the Offeror, a subsequent offering
period to allow Shareholders who have not yet accepted the Offer to tender their
Shares, as further described below. Johnson & Johnson encourages Shareholders
who have not yet accepted the Offer to do so immediately.
Highlights
* Johnson & Johnson declares the Offer unconditional
* Share Acceptance Level is 95.24% of the issued and outstanding share capital
of Crucell
* Settlement of the Offer will take place on 25 February 2011
* Remaining Shares can be tendered in a Subsequent Offering Period ending 8
March 2011
Offer unconditional
All conditions in connection with the Offer, as described in the offer document
dated 8 December 2010 (the Offer Document), have been satisfied. As a result,
the Offer is declared unconditional (gestanddoening).
Acceptances
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 ADSs), representing
approximately 95.21% of the issued share capital of Crucell (which includes
treasury shares held by Crucell) and 95.24% of the issued and outstanding share
capital of Crucell, in each case on a fully diluted basis. 81,380 of ADSs
tendered remain subject to the guaranteed delivery procedures described in the
Offer. All Shares that were validly tendered (or defectively tendered provided
that such defect has been waived by the Offeror) and not properly withdrawn, on
the terms and subject to the conditions and restrictions of the Offer, during
the initial offering period have been accepted for payment.
Settlement
In accordance with the terms of the Offer, Shareholders who accepted the Offer
and validly tendered (or defectively tendered provided that such defect has been
waived by the Offeror) their Shares on the terms and subject to the conditions
and restrictions of the Offer prior to the expiration of the Offer will be paid
on 25 February 2011, unforeseen circumstances excepted (e.g., in the event of
force majeure impeding Settlement). Shareholders who accepted the Offer and
validly tendered (or defectively tendered provided that such defect has been
waived by the Offeror) Ordinary Shares on the terms and subject to the
conditions and restrictions of the Offer will be paid ?24.75 in cash, without
interest and less any applicable withholding taxes (the Offer Price), in
consideration of each Ordinary Share. Shareholders who accepted the Offer and
validly tendered (or defectively tendered provided that such defect has been
waived by the Offeror) ADSs on the terms and subject to the conditions and
restrictions of the Offer will be paid 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
the U.S. Settlement Agent to pay for ADSs upon completion of the Offer, in
consideration of each ADS.
Subsequent Offering Period (na-aanmeldingstermijn)
Shareholders who have not yet accepted the Offer will have the opportunity to
tender their Shares in a subsequent offering period (na-aanmeldingstermijn)
commencing at 9:00 hours Dutch Time (3:00 pm New York time), on 23 February
2011, and expiring at 17:45 Dutch Time (11:45 New York Time), on 8 March 2011,
for the same consideration and subject to the same terms, conditions and
restrictions as described in the Offer Document.
During the subsequent offering period, the Offeror will accept Shares tendered
pursuant to the Offer and will pay for such Shares promptly and, in any event
within three business days following the date on which such Shares are
tendered. No proxies will be solicited from Shareholders that tender Shares in
the subsequent offering period. Shareholders will not be able to withdraw any
Shares tendered during the subsequent offering period.
Implications of the Offer being declared Unconditional
Shareholders who did not tender their Shares in the Offer should carefully
review sections 7.14 to 7.21 of the Offer Document, which describe certain
implications to which they will be subject when the Offer is declared
unconditional (gestanddoening) and settled.
In addition, the Offeror intends, to the extent permitted under applicable law
and stock exchange regulations, to delist the Ordinary Shares on Euronext
Amsterdam and the Swiss Exchange and the ADSs on NASDAQ as soon as reasonably
practicable under applicable rules and regulations.
These risks are in addition to the exposure of such Shareholders to the risks
inherent in the business of Crucell, as such business and the structure of
Crucell may change from time to time after the settlement date.
Statutory Buy-Out Proceedings and Cancellation Post Offer EGM
As the Offeror (together with its affiliates) will hold at least 95% of the
Shares (excluding Shares held by Crucell or its affiliates) upon the Settlement
Date, the Offeror intends to acquire the remaining Shares not tendered by means
of buy-out proceedings (uitkoopprocedure) in accordance with article 2:92a
and/or 359c of the Dutch Civil Code, to be initiated as soon as reasonably
practicable under applicable rules and regulations. Further details will follow
as circumstances require. Accordingly, the post-closing restructuring will no
longer be pursued and the Post Offer EGM will be cancelled by Crucell.
Additional Information
This joint press release is issued pursuant to the provisions of Section 16
paragraph 1 and Section 17 paragraph 1 of the Dutch Decree on Public Takeover
Bids (Besluit openbare biedingen Wft).
On 8 December 2010, the Offeror commenced the Offer to acquire all of the
Ordinary Shares in the capital of Crucell, including all Ordinary Shares
represented by ADSs, on the terms and subject to the conditions and restrictions
contained in the Offer Document. Shareholders who accepted the Offer and
tendered Ordinary Shares will be paid, on the terms and subject to the
conditions and restrictions contained in the Offer Document, the Offer Price in
consideration of each Ordinary Share. Shareholders who accepted the Offer and
tendered 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. The Offer was declared unconditional by Johnson &
Johnson on February 22, 2011. The subsequent offering period will commence at
9:00 hours Dutch Time (3:00 pm New York time), on 23 February 2011, and expire
at 17:45 Dutch Time (11:45 New York Time), on 8 March 2011, for the same
consideration and subject to the same terms, conditions and restrictions as
described 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(at)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 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:
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
[HUG#1491144]
Unternehmensinformation / Kurzprofil:
Datum: 22.02.2011 - 08:01 Uhr
Sprache: Deutsch
News-ID 51762
Anzahl Zeichen: 17678
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Die Pressemitteilung mit dem Titel:
"Johnson & Johnson Completes Tender Offer for Crucell and Declares Offer Unconditional"
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Crucell N.V. (Nachricht senden)
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