NEW BRUNSWICK, NJ and LEIDEN, NETHERLANDS--(Marketwire - September 17, 2010) - Johnson &
Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, NASDAQ: CRXL) (SWISS: CRX) today announced that they are in advanced negotiations for a
potential public offer by Johnson & Johnson or an affiliate for all
outstanding
ordinary shares of Crucell not already held by Johnson & Johnson and its
affiliates. Johnson & Johnson, through an affiliate, currently holds
approximately 17.9 percent of the outstanding shares of Crucell and has
submitted a statement on Schedule 13D to the U.S. Securities and Exchange
Commission in connection with its change in investment intent with respect
to
Crucell.
Under the terms of the negotiations, which are at an advanced stage,
Johnson &
Johnson or an affiliate would acquire all outstanding equity of Crucell
that it
does not already own for approximately EUR1.75 billion, which represents a
purchase price of EUR24.75 per share. The public offer would be an all cash
transaction.
This potential transaction would enable Crucell to benefit from Johnson &
Johnson's expertise and experience in the development and commercialization
of
pharmaceutical products. The companies expect that Crucell's strength in
the
manufacture, discovery and commercialization of vaccines would create a
strong
platform for Johnson & Johnson in the vaccine market. After closing of the
potential transaction Johnson & Johnson expects to maintain Crucell's
existing
facilities, to retain Crucell's senior management and, generally, to
maintain
current employment levels. Johnson & Johnson also intends to keep Crucell
as the
center for vaccines within the Johnson & Johnson pharmaceutical group, and
to
maintain Crucell's headquarters in Leiden.
Both companies expect that Crucell, as Johnson & Johnson's vaccine center,
would
retain its entrepreneurial culture that has fostered innovation and growth.
Johnson & Johnson intends to continue to invest in the continued
development of
Crucell's products and pipeline and support Crucell's mission to increase
the
number of people around the globe protected from infectious diseases.
In accordance with customary Dutch practice, and to adequately protect the
interest of any minority shareholders, Johnson & Johnson expects to retain
two
independent supervisory directors after closing for such time as is
necessary
for Johnson & Johnson to acquire all of the outstanding equity of Crucell.
While the parties are still in negotiations with respect to the terms of a
definitive agreement for the potential transaction, any proposed
transaction
would be subject to customary pre-offer conditions, including consultation
with
the relevant works council and trade unions, and customary offer
conditions.
The Board of Directors of Johnson & Johnson and the Supervisory Board of
Crucell
have authorized the companies to proceed with these negotiations for a
potential
transaction. Although Johnson & Johnson's due diligence is substantially
complete, the transaction remains subject to negotiation of terms of a
definitive agreement and receipt of internal approvals of Johnson & Johnson
management and the Management and Supervisory Boards of Crucell. There can
be no
assurances that a definitive agreement will be entered into and that
discussions
will result in a transaction. In addition, the terms of any potential
transaction may be different from what is described in this press release.
About Crucell
Crucell N.V. (NYSE Euronext, NASDAQ: CRXL) (SWISS: 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.
This press release is issued pursuant to the provisions of article 5:25i
paragraph 2 of the Dutch Financial Supervision Act (Wet op het financieel
toezicht) and article 4 paragraph 3 of the Dutch Decree on Public Takeover
Bids
(Besluit openbare biedingen Wft).
This document shall not constitute an offer to sell or buy or the
solicitation
of an offer to buy or sell any securities, 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.
Forward-looking statements
(This press release contains "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. 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 ability of the parties to reach a mutually acceptable
definitive
agreement and, if that occurs, whether the conditions would then be
satisfied;
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
[HUG#1444985]
PDF file:
http://hugin.info/132631/R/1444985/388479.pdf
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originality of the information contained therein.
Source: Crucell N.V. via Thomson Reuters ONE
