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     759  0 Kommentare Johnson & Johnson Launches Recommended Public Offer to Acquire Crucell


    New Brunswick, N.J., and Leiden, the Netherlands, 8 December 2010 - Johnson &
    Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, NASDAQ: CRXL; Swiss
    Exchange: CRX) today announced that Johnson & Johnson, through its newly formed
    indirect wholly owned subsidiary, JJC Acquisition Company B.V. (the Offeror), is
    making a recommended cash offer for all of the issued and outstanding ordinary
    shares (Ordinary Shares) in the capital of Crucell N.V. (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 EUR24.75 per Share (the Offer). Johnson &
    Johnson and Crucell announced the agreement (the Merger Agreement) whereby
    Johnson & Johnson, through an affiliate, would acquire all outstanding equity of
    Crucell that it did not already own in a recommended cash tender offer on 6
    October 2010.

    Highlights


    * The Offer is a recommended cash offer for all the Shares at an offer price
    of EUR24.75 per Share.
    * The Offer represents a premium of 58% over the EUR15.70 closing price of the
    Ordinary Shares as of 16 September 2010, the day before Johnson & Johnson
    and Crucell announced they were in negotiations for the Offer, and a premium
    of 63% over the 30-day trading average of the Ordinary Shares of EUR15.20 as
    of 16 September 2010.
    * The Crucell Management Board and the Crucell Supervisory Board fully and
    unanimously support the Offer.
    * The Works Council of Crucell has rendered positive advice in respect of the
    Offer.
    * The Acceptance Period under the Offer begins at 09:00 hours Central European
    Time (CET) (3:00 a.m. Eastern Standard Time (EST)) on 9 December 2010 and,
    unless extended, ends at 17:45 hours CET (11:45 a.m. EST) on 16 February
    2011.
    * Crucell will convene an Extraordinary General Meeting (the Offer EGM) at
    14:00 hours, CET, on 8 February 2011, at the Okura Hotel, Ferdinand
    Bolstraat 333, 1072 LH Amsterdam, the Netherlands.
    * The Offer is subject to the fulfillment of certain conditions, including the
    satisfaction of a minimum acceptance level of at least 95% of the Shares,
    which will be reduced to 80% if certain conditions are met.
    * Johnson & Johnson holds indirectly through its affiliate, JHC Nederland
    B.V., 14,626,984 Ordinary Shares, which represent approximately 17.9% of
    Crucell´s total issued share capital as of today. JHC Nederland B.V. will
    tender its Ordinary Shares pursuant to the Offer on the terms and conditions
    set out in the Offer Document (defined below).


    Johnson & Johnson expects to maintain Crucell´s existing facilities, to retain
    Crucell´s senior management and, generally, to maintain Crucell´s current
    employment levels. Johnson & Johnson also intends to keep Crucell as the centre
    for vaccines within Johnson & Johnson´s pharmaceuticals group and to maintain
    Crucell´s headquarters in Leiden.


    The Offer
    The Offeror is making the Offer on the terms and subject to the conditions and
    restrictions contained in the offer document dated 8 December 2010 (the Offer
    Document). The Offer Document will be available free of charge on the website of
    Crucell atwww.crucell.com. Hard copies of the Offer Document are also available
    at the offices of Crucell, the Dutch Settlement Agent, ING Bank N.V., and the
    U.S. Settlement Agent, Computershare Trust Company, N.A. Shareholders are
    advised to read the Offer Document carefully for all terms and conditions and
    restrictions of the Offer.

    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 EUR24.75, net to the Shareholder in cash, without
    interest and less any applicable withholding taxes (the Offer Price) in
    consideration of each Ordinary Share validly tendered (or defectively tendered
    provided that such defect has been waived by the Offeror) and delivered
    (geleverd), and not validly withdrawn, subject to the Offeror declaring the
    Offer unconditional (gestanddoening). 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
    the U.S. Settlement Agent, Computershare Trust Company, N.A., to pay for ADSs
    upon completion of the Offer, in consideration of each ADS validly tendered (or
    defectively tendered provided that such defect has been waived by the Offeror),
    and not validly withdrawn, subject to the Offeror declaring the Offer
    unconditional (gestanddoening).

    Shareholders that tender Shares will be deemed to concurrently grant a Proxy for
    the Post Offer EGM with respect to all tendered Shares, unless the Shareholder
    affirmatively specifies otherwise. Shareholders should follow carefully the
    instructions that are provided to them by their financial intermediary, the U.S.
    Settlement Agent, Computershare Trust Company, N.A., or the Dutch Settlement
    Agent, ING Bank N.V., as applicable.

    The Offer Price includes any dividend or other distribution in respect of the
    Shares that may be declared and/or paid prior to the Settlement Date (defined
    below) and, consequently, the Offer Price will be decreased by the amount of
    such dividend or other distribution (before deduction of any applicable
    withholding taxes).

    Recommendation by the Crucell Boards
    The Crucell Management Board and the Crucell Supervisory Board (collectively,
    the Crucell Boards) fully and unanimously support the Offer. The Crucell Boards
    believe the Offer is in the best interest of Crucell and its stakeholders,
    including its shareholders, partners, employees, patients and customers, and
    unanimously recommend that the Shareholders accept the Offer and tender their
    Shares pursuant to the Offer and, in connection therewith, adopt the Governance
    Resolutions (defined below) and grant Proxies (defined below) in respect of all
    of their Shares to the Offeror in respect of the Post Offer EGM (defined below)
    as discussed in more detail below.

    Fairness Opinions
    Barclays Capital has acted as a financial advisor to Crucell and rendered a
    fairness opinion in connection with the Offer. Lazard B.V. has acted as an
    independent financial advisor to the Crucell Supervisory Board and rendered a
    fairness opinion in connection with the Offer.

    Informational EGM, Offer EGM and Post Offer EGM
    In connection with the Offer, three separate extraordinary general meetings of
    Shareholders (EGM) are scheduled.

    At 14:00 hours CET on 10 December 2010, an informational extraordinary general
    meeting of Shareholders (the Informational EGM) will be held by Crucell at the
    Hilton Hotel, Apollolaan 138, 1077 BG Amsterdam, the Netherlands, at which
    meeting the Offer will be discussed. The Informational EGM is not the statutory
    shareholders´ meeting, as required by the Decree on Public Takeover Bids
    (Besluit Openbare Biedingen Wft, the Decree), which meeting will be the Offer
    EGM referred to below. The agenda of the Informational EGM, the explanatory
    notes and other relevant information are available on Crucell´s website
    atwww.crucell.com.

    At 14:00 hours CET, on 8 February 2011, an extraordinary general meeting of
    Shareholders (the Offer EGM) will be held by Crucell at the Okura Hotel,
    Ferdinand Bolstraat 333, 1072 LH Amsterdam, the Netherlands. At the Offer EGM,
    the Offer, among other matters, will be discussed in accordance with the Decree.
    In connection with the Offer, the Shareholders are being asked to adopt a
    resolution to amend (i) the Articles of Association to implement certain changes
    to the corporate governance structure of Crucell (the Governance Resolutions)
    and (ii) the composition of the Crucell Supervisory Board. A position statement
    providing further information to the Shareholders as required pursuant to
    article 18 of the Decree published by the Crucell Boards dated 8 December 2010
    (the Position Statement), the Crucell Shareholders´ Circular (of which the
    Position Statement forms a part) (the Shareholders´ Circular), the
    solicitation/recommendation statement on Schedule 14D-9 (the Schedule 14D-9)
    filed by Crucell with the U.S. Securities and Exchange Commission (SEC) on 8
    December 2010, the agenda of the Offer EGM, the explanatory notes and other
    relevant information will be made available by Crucell on its website
    atwww.crucell.com, as of 8 December 2010 and are further described below.

    In connection with the Offer, the Offeror is also soliciting from the
    Shareholders irrevocable proxies (the Proxies) granting the Offeror (or its
    designee) the right to vote such Shareholders´ Shares to resolve to approve, at
    an extraordinary general meeting of the Shareholders to be held following the
    closing of the Offer (the Post Offer EGM), a resolution to approve the transfer
    of the business of Crucell to the Offeror or to an affiliate of the Offeror and
    to enter into an agreement providing for such transfer (the Asset Sale).
    Shareholders that tender Shares will be deemed to concurrently grant a Proxy for
    the Post Offer EGM with respect to all tendered Shares, unless the Shareholder
    affirmatively specifies otherwise. The Post Offer EGM is scheduled to have its
    record date on the third business day after the Acceptance Closing Date (i.e.,
    prior to settlement of the Offer). The agenda for the Post Offer EGM, the
    explanatory notes and other relevant information will be made available on the
    Crucell´s website atwww.crucell.com in due time.

    Works Council Advice
    The Works Council of Crucell has rendered positive advice in respect of the
    support, recommendation and execution by the Crucell Boards of the Offer, and in
    connection therewith the Governance Resolutions, the Asset Sale and the
    resolution to be voted on at the Post Offer EGM.

    Owned Shares
    Johnson & Johnson holds indirectly through its affiliate, JHC Nederland B.V.,
    14,626,984 Ordinary Shares, which represent approximately 17.9% of Crucell´s
    total issued share capital as of today. JHC Nederland B.V. will tender its
    Ordinary Shares to the Offeror pursuant to the Offer on the terms and conditions
    set out in the Offer Document.

    Acceptance Period
    The acceptance period under the Offer begins at 09:00 hours CET (3:00 a.m. EST)
    on 9 December 2010 and, unless extended, ends at 17:45 hours CET (11:45 a.m.
    EST) on 16 February 2011 (such time, the Acceptance Closing Time, such date, the
    Acceptance Closing Date and, such period, the Acceptance Period).

    Acceptance by Shareholders
    Holders of Ordinary Shares that are held, directly or indirectly, through an
    institution admitted to Euronext Amsterdam are requested to make their
    acceptance of the Offer known to the Dutch Settlement Agent, ING Bank N.V., via
    their bank or broker or other financial intermediary no later than 17:45 hours
    CET (11:45 a.m. EST), on the Acceptance Closing Date. The relevant bank or
    broker or other financial intermediary may set an earlier deadline for
    communication by Shareholders in order to permit such bank or broker or other
    financial intermediary to communicate acceptances to the Dutch Settlement Agent
    in a timely manner.

    Shareholders owning Ordinary Shares individually recorded in the Crucell
    shareholders register wishing to accept the Offer must do so in the manner
    specified in the Offer Document.

    Shareholders holding ADSs in registered form, either in American depositary
    receipt (ADR) form or in uncertificated form through the Direct Registration
    System, may accept the Offer and tender ADSs to the U.S. Settlement Agent,
    Computershare Trust Company, N.A., by delivering to such U.S. Settlement Agent a
    properly completed and duly executed ADS letter of transmittal, with any
    applicable signature guarantees from an eligible institution, together with the
    ADRs representing the ADSs specified on the face of the ADS letter of
    transmittal, if applicable, prior to the Acceptance Closing Time.  If a
    Shareholder´s ADRs are not available, such Shareholder holding ADSs in the form
    of ADRs may also follow the guaranteed delivery procedures described in the
    Offer Document.

    Shareholders holding ADSs in book-entry form, all of which are held through the
    facilities of the Depository Trust Company (DTC), must instruct the financial
    intermediary through which such Shareholders own their ADSs to arrange for a DTC
    participant holding the ADSs in its DTC account to tender such ADSs to the DTC
    account of the U.S. Settlement Agent, Computershare Trust Company, N.A., through
    the book-entry transfer facilities of DTC, together with an agent´s message, no
    later than the Acceptance Closing Time. If the procedure for book entry transfer
    cannot be completed on a timely basis, Shareholders holding ADSs in book-entry
    form may also follow the guaranteed delivery procedures described in the Offer
    Document.

    Shares tendered pursuant to the Offer may be withdrawn in the manner specified
    in the Offer Document at any time prior to the Acceptance Closing Time. If
    Shares tendered pursuant to the Offer are withdrawn, the Proxy granted by the
    applicable Shareholder will also be withdrawn.

    Extension
    The Offeror reserves the right to extend the Acceptance Period, for a minimum of
    two weeks and a maximum of ten weeks in accordance with the Decree. If the
    Acceptance Period is extended, the Offeror will make an announcement to that
    effect no later than on the third business day following the Acceptance Closing
    Date. If one or more of the conditions to the Offer is not satisfied at the
    Acceptance Closing Time, the Offeror may extend the Acceptance Period for a
    minimum period of two weeks and a maximum period of ten weeks so that the
    conditions to the Offer may be satisfied or, to the extent permitted by law and
    the terms and conditions of the Merger Agreement, waived.  In addition, pursuant
    to the terms and conditions of the Merger Agreement, the Offeror must extend the
    Acceptance Period if certain conditions to the Offer specified in the Offer
    Document have not been satisfied or waived.

    Declaring the Offer Unconditional (gestanddoening)
    The Offer is subject to the fulfillment or waiver of the conditions to the
    Offer, including, but not limited to, (i) the absence of a material adverse
    effect, (ii) the obtainment of all approvals and clearances (including the
    expiration or termination of all waiting periods) under any antitrust law
    applicable to the Offer, including approval from the European Commission, (iii)
    the adoption of the Governance Resolutions and (iv) the satisfaction of a
    minimum acceptance level of Shares tendered pursuant to the Offer of 95%, which
    minimum acceptance condition will be reduced to 80% in the event that (A) the
    favorable IRS ruling is obtained by Johnson & Johnson and (B) Proxies are
    received in respect of at least 80% of the Shares that will allow the Offeror to
    vote, at the Post Offer EGM, in favor of the Asset Sale that may be pursued as a
    Post Closing Restructuring following the consummation of the Offer. The Offeror
    and, if applicable, Crucell each reserve the right to waive certain conditions
    to the Offer to the extent permitted by law and the terms and conditions of the
    Merger Agreement.

    No later than on the third business day following the Acceptance Closing Date,
    the Offeror will announce, in accordance with article 16, paragraph 1 of the
    Decree, whether the Offer (i) is declared unconditional (gestand wordt gedaan)
    (the Unconditional Date), (ii) is extended in accordance with article 15 of the
    Decree or (iii) is terminated as a result of the conditions to the Offer not
    having been fulfilled or waived by the Offeror and/or Crucell.

    Settlement
    In the event the Offeror announces that the Offer is declared unconditional
    (gestand wordt gedaan), the Shareholders who accepted the Offer and tendered
    their Shares prior to the Acceptance Closing Date will receive no later than on
    the third business day following the Unconditional Date (the Settlement Date),
    unforeseen circumstances excepted, the Offer Price in respect of each Share
    validly tendered (or defectively tendered provided that such defect has been
    waived by the Offeror) and delivered (geleverd) by them, and not validly
    withdrawn, on the terms and subject to the conditions and restrictions of the
    Offer.

    Subsequent Offering Period
    If and when the Offer is declared unconditional (gestand wordt gedaan), the
    Offeror will announce a subsequent offering period to enable Shareholders that
    did not tender their Shares during the Acceptance Period to tender their Shares
    under the same terms and conditions applicable to the Offer. The subsequent
    offering period will commence on the first business day following the
    Unconditional Date and will remain open for a period of not less than three days
    and not more than two weeks. No withdrawal rights will apply to Shares tendered
    during the subsequent offering period. No Proxies will be solicited from
    Shareholders that tender Shares in the subsequent offering period.

    Liquidity and Delisting
    If the Offer is declared unconditional (gestand wordt gedaan), the purchase of
    Shares by the Offeror pursuant to the Offer will reduce the number of
    Shareholders, as well as the number of Shares that might otherwise be traded
    publicly, and will thus adversely affect the liquidity and, potentially, the
    market value of the remaining Shares not tendered.

    In addition to this decreased liquidity and to the post closing restructuring
    alternatives described in the Offer Document, should the Offer be declared
    unconditional (gestand wordt gedaan), the Offeror intends, to the extent
    permitted under applicable law and stock exchange regulations, to delist the
    Ordinary Shares and ADSs on Euronext Amsterdam, the SIX Swiss Exchange and
    NASDAQ as soon as reasonably practicable under applicable rules and regulations.

    Post Closing Restructuring
    If the Offer is declared unconditional (gestand wordt gedaan) and at least 95%
    of the issued and outstanding Shares have been acquired by the Offeror, then the
    Offeror will acquire the remaining Shares not tendered by means of buy-out
    proceedings (uitkoopprocedure) or takeover buy-out proceedings.  If the Offer is
    declared unconditional and at least 80%, but less than 95%, of the issued and
    outstanding Shares have been acquired by the Offeror, and not validly withdrawn,
    and both (i) the favorable IRS ruling has been obtained and (ii) Proxies
    representing at least 80% of the issued and outstanding Shares have been
    granted, then the Offeror intends to pursue other post closing restructuring
    designed to result in the Offeror owning, directly or indirectly, 100% of the
    outstanding share capital in Crucell and/or the business of Crucell, including,
    but not limited to, a legal merger or the Asset Sale. The Offeror and Crucell
    have agreed on the terms and conditions of a business purchase agreement in
    respect of the Asset Sale. The Crucell Management Board has resolved to enter
    into such business purchase agreement if the Asset Sale as potential post
    closing restructuring is to be pursued at the election of the Offeror and the
    Crucell Supervisory Board has approved such resolution of the Crucell Management
    Board. The Asset Sale pursuant to such business purchase agreement would require
    the approval of the general meeting of Shareholders at the Post Offer EGM.

    Announcements
    Any further announcements declaring whether the Offer is declared unconditional
    (gestand wordt gedaan) and announcements in relation to an extension of the
    Acceptance Period will be made on Crucell´s website and by issuing a press
    release in the Netherlands, Switzerland and the United States on, among others,
    the Dow Jones News Service, Hugin and Thomson Inc. Subject to any applicable
    requirements of the Decree, the requirements of the U.S. tender offer rules
    (including U.S. tender offer rules that require that material changes to an
    offer be promptly disseminated to shareholders in a manner reasonably designed
    to inform them of such changes) and other applicable laws, and without limiting
    the manner in which the Offeror may choose to make any public announcement, the
    Offeror will have no obligation to communicate any public announcement other
    than as described above.

    Offer Document, Position Statement and further information
    This announcement contains selected, condensed information regarding the Offer
    and does not replace the Offer Document, the Position Statement, the
    Shareholders´ Circular or the Schedule 14D-9. The information in this
    announcement is not complete and additional information is contained in the
    Offer Document, the Position Statement, the Shareholders´ Circular and the
    Schedule 14D-9 (including all documents incorporated by reference therein or
    enclosed therewith). Shareholders are advised to review the Offer Document, the
    Position Statement, the Shareholders´ Circular and the Schedule 14D-9 carefully
    and to seek independent advice where deemed appropriate in order to reach a
    balanced judgment of the Offer itself and the contents of the Offer Document,
    the Position Statement, the Shareholders´ Circular and the Schedule 14D-9. In
    addition, Shareholders may wish to consult with their tax advisers regarding the
    tax consequences of tendering their Shares in connection with the Offer.

    Additional Information
    This joint press release is issued pursuant to the provisions of Section 10
    paragraph 3 and Section 18 paragraph 3 of the Dutch Decree on Public Takeover
    Bids (Besluit openbare biedingen Wft).

    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.

    Johnson & Johnson, Cilag Holding AG and the Offeror filed with the SEC on 8
    December 2010 a tender offer statement on Schedule TO, of which the Offer
    Document forms a part, and will mail the Offer Document, forms of the ADS letter
    of transmittal and related documents to the Shareholders. Crucell filed with the
    SEC on 8 December 2010 the Schedule 14D-9 and the Shareholders´ Circular (of
    which the Position Statement forms a part). These documents contain important
    information about the Offer and Shareholders are urged to read them carefully
    when they become available.  These documents will be available at no charge at
    the SEC´s website atwww.sec.gov and are expected to be available by or before
    15:30 CET (9:30 a.m. EST) on 8 December 2010.

    The tender offer statement on Schedule TO and the related materials may be
    obtained for free by directing a request by mail to Georgeson Inc., 199 Water
    Street, 26th Floor, New York, New York 10038 or by calling toll-free +1 (866)
    857-2624. In addition, a copy of the Offer Document, ADS letter of transmittal
    and certain other related tender offer documents (once they become available)
    may be obtained free of charge by directing a request to Johnson & Johnson
    atwww.jnj.com, or Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick,
    NJ 08933, Attn: Corporate Secretary´s Office.

    The Offer Document will be available free of charge on the website of Crucell
    atwww.crucell.com. Hard copies of the Offer Document are also available at the
    offices of Crucell, the Dutch Settlement Agent, ING Bank N.V., and the U.S.
    Settlement Agent, Computershare Trust Company, N.A.  Copies of the Shareholders´
    Circular (of which the Position Statement forms a part), the Schedule 14D-9,
    Crucell´s Articles of Association, Crucell´s annual report on Form 20-F for the
    fiscal year ended 2009 and the proposed amendment of Crucell´s Articles of
    Association are, in each case, available free of charge at the below mentioned
    offices of the Dutch Settlement Agent, ING Bank N.V., and on the website of
    Crucell at www.crucell.com. Such website does not constitute a part of, and is
    not included or referred to in, the Offer Document.

    Crucell N.V.
    Address: Archimedesweg 4-6, 2333 CN Leiden, The Netherlands
    Telephone: + 31 (0) 71 519 7064
    E-mail:ir@crucell.com
    www.crucell.com

    Dutch Settlement Agent
    ING Bank N.V.
    Address: Bijlmerdreef 888, 1102 MG Amsterdam (Attention: Sjoukje Hollander/Remko
    Los)
    Telephone: + 31 20 563 6546 / + 31 20 563 6619
    Fax: + 31 20 563 6959
    E-mail:iss.pas@ing.nl

    U.S. Settlement Agent
    Computershare Trust Company, N.A.
    Address for Overnight Delivery: Attention: Corporate Actions-Suite V, 250 Royall
    Street, Canton, MA 02021
    Address for Mail: Attention: Corporate Actions, P.O. Box 43011, Providence, RI
    02940-3011
    Telephone for Confirmation of Receipt: +1 (781) 575-2332
    Fax: +1 (617) 360-6810

    U.S. Dealer Manager
    Georgeson Securities Corporation
    Address: 199 Water Street, 26th Floor, New York, NY 10038
    Telephone: +1 (800) 445-1790

    Proxy Solicitor and Information Agent
    Georgeson, Inc.

    For Europe
    Address: 2nd Floor, Vintners Place, 68 Upper Thames Street
    London EC4V 3BJ, United Kingdom
    Telephone: + 00800 1020 1200 (toll-free)
    E-mail:crucell@georgeson.com

    For the United States
    Address: 199 Water Street, 26th Floor, New York, NY 10038
    Telephone: +1 (212) 440-9800
    E-mail:crucell@georgeson.com

    For questions about the Offer as it relates to the tendering of Ordinary Shares
    or the granting of Proxies with respect to such Ordinary Shares,  Shareholders in
    Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong,
    Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Spain,
    Sweden, Switzerland and Thailand can contact Georgeson Inc. at 00800 1020 1200
    (toll-free). Shareholders outside these countries can contact Georgeson Inc. at
    +44 (207) 019 7003. Banks and brokers can contact Georgeson Inc. at +44 (207)
    019 7003.

    For questions about the Offer as it relates to the tendering of ADSs or the
    granting of Proxies with respect to such ADSs and for all other questions,
    Shareholders in the United States can contact the Proxy Solicitor and
    Information Agent, Georgeson Inc., at + 1 (866) 857-2624 (toll-free) and
    Shareholders outside of the United States can contact Georgeson, Inc. at + 1
    (212) 440-9800.

    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 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
    visitwww.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 January 3, 2010, and Crucell´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 atwww.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@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


    PDF file:
    http://hugin.info/132631/R/1470102/407286.pdf


    This announcement is distributed by Thomson Reuters on behalf of
    Thomson Reuters clients. The owner of this announcement warrants that:
    (i) the releases contained herein are protected by copyright and
    other applicable laws; and
    (ii) they are solely responsible for the content, accuracy and
    originality of the information contained therein.

    Source: Crucell N.V. via Thomson Reuters ONE

    [HUG#1470102]

    Wertpapiere des Artikels:
    NL0000358562



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    Johnson & Johnson Launches Recommended Public Offer to Acquire Crucell New Brunswick, N.J., and Leiden, the Netherlands, 8 December 2010 - Johnson & Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, NASDAQ: CRXL; Swiss Exchange: CRX) today announced that Johnson & Johnson, through its newly formed indirect …

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