Minimum
Acceptance Condition Satisfied
New
Brunswick, N.J., and Leiden, the Netherlands, February 17, 2011 -
Johnson
& Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, NASDAQ: CRXL; Swiss
Exchange: CRX) today announced that the minimum acceptance condition of Johnson
& Johnson’s Offer to acquire Crucell N.V. (Crucell) has been satisfied. The
initial offering period of the Offer expired at 17:45 hours Dutch time (11:45
a.m. New York time) on 16 February 2011.
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 shares in the capital of
Crucell, including those represented by American depositary shares, at an offer
price of ¬24.75 per share (the Offer).
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 American depositary
shares), representing approximately 95.21% of the issued share capital of
Crucell and 95.24% of the issued and outstanding share capital of Crucell, in
each case on a fully diluted basis. 174,595 of ADSs tendered remain subject to
the guaranteed delivery procedures described in the Offer. As such, the minimum
acceptance condition has been satisfied.
It should
be noted that even though 95.24% of the issued and outstanding share capital of
Crucell (on a fully diluted basis) has been tendered, the minimum acceptance
condition would have nonetheless been satisfied because Johnson & Johnson
has now obtained a favorable ruling from the Internal Revenue Service of the
United States and, as of the expiration of the initial offering period,
received proxies (or will have obtained the voting power) in respect of
approximately 93.32% of Crucell shares.
Johnson
& Johnson will announce whether or not the Offer is declared unconditional
no later than Tuesday 22 February 2011 in accordance with the terms of the
Offer and Article 16 of the Dutch Decree on Public Takeover Bids (
Besluit
openbare biedingen Wft
).
Additional
Information
This joint
press release is issued pursuant to the provisions of Section 4 paragraph 3 of
the Dutch Decree on Public Takeover Bids (
Besluit openbare biedingen Wft
)
and Section 5:25i of the Dutch Financial Markets Supervision Act (
Wet op het
financieel toezicht
).
On 8 December
2010, the Offeror commenced the Offer to acquire all of the issued and
outstanding ordinary shares (Ordinary Shares) in the
capital of Crucell, including all Ordinary Shares represented by American
depositary shares (each, an ADS), on the terms and subject to the conditions
and restrictions contained in the Offer Document dated 8 December 2010 (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, an amount equal to ¬24.75, net to
the Shareholders in cash, without interest and less any applicable withholding
taxes (the Offer Price) in consideration of each Ordinary Share, subject to the
Offeror declaring the Offer unconditional. 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, subject to the Offeror
declaring the Offer unconditional. The offer and withdrawal rights expired at
17:45 hours Dutch time (11:45 a.m. New York time), on 16 February 2011, unless
extended in the manner set forth 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