-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R8NJlldeGlbkP0fYUXMNoGP6mFbqrNRWi04hWDrcrOfmy+rFXwh30I64xTvHKrl5 3nzDPjt4IbXIF/OSUV2bRg== 0000950157-11-000164.txt : 20110222 0000950157-11-000164.hdr.sgml : 20110221 20110222172212 ACCESSION NUMBER: 0000950157-11-000164 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110222 DATE AS OF CHANGE: 20110222 GROUP MEMBERS: JJC ACQUISITION COMPANY B.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRUCELL NV CENTRAL INDEX KEY: 0001126136 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51066 FILM NUMBER: 11629524 BUSINESS ADDRESS: STREET 1: ARCHIMEDESWEG 4 STREET 2: 2333 CN LEIDEN CITY: THE NETHERLANDS STATE: P8 ZIP: 00000 MAIL ADDRESS: STREET 1: CT CORPORATION SYSTEM STREET 2: 111 EIGTH AVE 13TH FL CITY: NEW YORK STATE: NY ZIP: 10011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON & JOHNSON CENTRAL INDEX KEY: 0000200406 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221024240 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0209 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 BUSINESS PHONE: 732-524-2455 MAIL ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 SC TO-T/A 1 sctota.htm AMENDMENT NO. 8 sctota.htm
 
 


 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 8)

and

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)


CRUCELL N.V.
(Name of Subject Company (Issuer))

JJC ACQUISITION COMPANY B.V.
(Offeror)
A Wholly-Owned Subsidiary of

CILAG HOLDING AG
(Offeror)
A Wholly-Owned Subsidiary of

JOHNSON & JOHNSON
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))

ORDINARY SHARES, €0.24 NOMINAL VALUE,
and AMERICAN DEPOSITARY SHARES,
EACH OF WHICH REPRESENTS ONE ORDINARY SHARE
(Title of Class of Securities)

N23473106 (Ordinary Shares)
228769105 (American Depositary Shares)
(CUSIP Number of Class of Securities)

Eric Jung, Esq.
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
(732) 524-6400
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Robert I. Townsend, III, Esq.
Damien R. Zoubek, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000
 
 
 


 

 
 
 
 

 
 
 
CALCULATION OF FILING FEE

Transaction Valuation(1)
Amount of Filing Fee(2)
$2,380,424,487.98                                                                                                                                
$276,367.28

(1)
Estimated for purposes of calculating the amount of the filing fee only. This amount is based on the value of the total number of Crucell N.V. ordinary shares, nominal value €0.24 per share, and Crucell N.V. American depositary shares, each of which represents one Crucell N.V. ordinary share, to be acquired by JJC Acquisition Company B.V. upon consummation of the offer if all such Crucell N.V. ordinary shares and American depositary shares are acquired in the offer and based on the offer price of €24.75 and the noon buying rate in New York City for cable transfers in euros as certified for customs purposes by the Federal Reserve Bank of New York on January 21, 2011, which was $1.3581 per €1.00.
   
(2)
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for fiscal year 2011, issued December 22, 2010, by multiplying the transaction value by .00011610.

R
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
Amount Previously Paid:
$176,684.64
Filing Party:
JJC Acquisition Company B.V./
       
Johnson & Johnson
 
Form of Registration No.:
Schedule TO
Date Filed:
November 12, 2010
         
 
Amount Previously Paid:
$99,682.64
Filing Party:
JJC Acquisition Company B.V./
       
Cilag Holding AG/
       
Johnson & Johnson
 
Form of Registration No.:
Schedule TO
Date Filed:
January 28, 2011
 
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

R
Third-party tender offer subject to Rule 14d-1.
o
Issuer tender offer subject to Rule 13e-4.
o
Going-private transaction subject to Rule 13e-3.
R
Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
o
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
R
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)










 
2

 


CUSIP No. N23473 10 6
 
(1)
NAMES OF REPORTING PERSONS
Johnson & Johnson
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
I.R.S. I.D. # 22-1024240
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (  )
(b) (  )
(3)
SEC USE ONLY
 
(4)
SOURCE OF FUNDS
WC
(5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)(  )
 
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
(7)
 
SOLE VOTING POWER
84,438,997(1)
(8)
SHARED VOTING POWER
-0-
(9)
SOLE DISPOSITIVE POWER
84,438,997(1)
(10)
SHARED DISPOSITIVE POWER
-0-
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,438,997(1)
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (  )
(See Instructions)
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95.1%(1)(2)
(14)
TYPE OF REPORTING PERSON
CO

 
(1) JHC Nederland B.V. owns 14,626,984 shares and JJC Acquisition Company B.V., the subsidiary formed for the purpose of making the Offer and an indirect wholly owned subsidiary of Johnson & Johnson, owns the remaining 69,812,013 shares.
 
(2) Based on the total number of 88,744,215 issued and outstanding Ordinary Shares of Crucell, including all outstanding ADSs, on a fully diluted basis, as of February 18, 2011.
 

 
 
3

 
 

 
Amendment No. 8 to Schedule TO and Amendment No. 4 to Schedule 13D

This Amendment No. 8 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 12, 2010 (together with any amendments and supplements hereto, this “Schedule TO”) and is filed by (i) JJC Acquisition Company B.V., a private company with limited liability incorporated under the laws of the Netherlands (the “Offeror”) and a wholly-owned direct subsidiary of Cilag Holding AG, a Swiss corporation and an indirect wholly-owned subsidiary of Johnson & Johnson, a New Jersey corporation (“Parent”), (ii) Cilag Holding AG and (iii) Parent.  This Schedule TO relates to the third party tender offer by the Offeror to purchase all of the issued and outstanding ordinary shares, nominal value 0.24 per share (the “Ordinary Shares”), of Crucell N.V., a public limited liability company incorporated under the laws of the Netherlands (the “Company”), and all of the outstanding American depositary shares of the Company (“ADSs”), each of which represents one Ordinary Share, upon the terms and subject to the conditions and restrictions set forth in the offer document dated December 8, 2010 (the “Offer Document”) and in the related ADS Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(E), respectively.  Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer Document.


Items 1 through 9 and 11 of the Schedule TO and Item 5 of the Schedule 13D.

Items 1 through 9 and 11 of the Schedule TO and Item 5 of the Schedule 13D are hereby amended and supplemented as follows:

On February 22, 2011, Parent issued a joint press release with the Company announcing that the Offer was declared unconditional and the commencement of a Subsequent Offering Period.

The Acceptance Period ended at 17:45 hours Dutch time (11:45 a.m. New York time) on February 16, 2011, in accordance with the terms of the Offer Document and article 15 of the Decree.  The Offer was not extended.  Based on the information provided by the Settlement Agents to Parent, 84,438,997 Ordinary Shares were tendered for acceptance pursuant to the Offer and not withdrawn prior to the Acceptance Closing Time (of which 12,693,577 are represented by ADSs), representing, when taken together with Shares held by the Johnson & Johnson Group at such time and the Shares underlying Options to be acquired by the Offeror as set out in Section 7.11 of the Offer Document, approximately 95.15% of the issued share capital of the Company held by others than the Company and its Affiliates at the Acceptance Closing Date, on a fully diluted basis.  The U.S. Settlement Agent has advised Parent that, as of 11:45 a.m. New York time (17:45 hours Dutch time) on February 22, 2011, 81,380 of the ADSs tendered that had remained subject to the guaranteed delivery procedures described in Section 6.3.3 of the Offer Document were not accepted for payment because the guaranteed delivery procedures were not satisfied. The Offeror acquired the Options and subsequently exercised such Options, thereby acquiring the corresponding Shares.   The Offeror has accepted for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered, and not validly withdrawn, subject to the conditions and restrictions of the Offer.

As contemplated by the Offer Document, and in accordance with article 17 of the Decree and in accordance with Rule 14d-11 under the Exchange Act, the Offeror announced 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 at 9:00 hours Dutch time (3:00 p.m. New York time), on February 23, 2011, and will expire at 17:45 hours Dutch time (11:45 a.m. New York time) on March 8, 2011.  The Offeror will accept any Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered during the Subsequent Offering Period and will pay for such Shares promptly and, in any event, within t hree Business days of the Shares being tendered.  The consideration paid during the Subsequent Offering Period will be the same consideration offered during the Acceptance Period.  During the Subsequent Offering Period, Shares cannot be delivered by guaranteed delivery procedures, and no withdrawal rights will apply to Shares tendered during such Subsequent Offering Period nor will withdrawal rights apply to Shares tendered during the Acceptance Period and accepted for Settlement.  No Proxies will be solicited from Shareholders that tender Shares in the Subsequent Offering Period.

As the Offeror together with its Affiliates will hold 95% or more of the Shares (excluding Shares held by Crucell or its Affiliates) upon the Settlement Date, the Offeror intends, as contemplated by Section 7.15.2 of the Offer Document, to acquire the remaining Shares not tendered by means of buy-out proceedings in accordance with article 2:92a or 2:201a of the DCC or takeover buy-out proceedings in accordance with article 2:359c of the DCC, to be initiated as soon as reasonably practicable under applicable rules and regulations.
 
 
 
 
 
 
4

 
 

The joint press release issued by Parent and the Company on February 22, 2011 (at approximately 8:00 hours Dutch time and 2:00 a.m. New York time) announcing that the Offer was declared unconditional and the commencement of the Subsequent Offering Period is filed as Exhibit (a)(5)(M) hereto and is incorporated herein by reference.


Item 12 of the Schedule TO.  Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

(a)(5)(M)     Joint Press Release issued by Johnson & Johnson and Crucell N.V. on February 22, 2011.
 
 
 
 
 
5

 
 
 
SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 22, 2011
 
 
JJC ACQUISITION COMPANY B.V.
 
       
 
By:
/s/        Henno Meijerink  
    Name:  Henno Meijerink   
    Title:    Director   
       
 
 
CILAG HOLDING AG
 
       
 
By:
/s/        Heinz Schmid  
    Name:  Heinz Schmid   
    Title:    Director   
 
  By:  /s/         Pascal Hoorn   
    Name:   Pascal Hoorn  
    Title:     Director   
 
 
 
JOHNSON & JOHNSON
 
       
 
By:
/s/        Douglas Chia  
    Name:  Douglas Chia  
    Title:    Secretary  
       
 
 
Signature Page
 
 
 
 
 
 
6

 

 
Exhibit Index

Exhibit                 
 
Exhibit Name                                                                                     
(a)(1)(A)*
 
Offer Document, dated December 8, 2010.
(a)(1)(B)*
 
Form of Tender and Proxy Form and Deed of Transfer of Crucell N.V. Registered Ordinary Shares (for use with respect to Ordinary Shares).
(a)(1)(C)*
 
Form of Memorandum to Global Custodians and Back Offices of Institutional Holders of Ordinary Shares (for use with respect to Ordinary Shares).
(a)(1)(D)*
 
Form of Cover Letter to Retail Holders of Ordinary Shares (for use with respect to Ordinary Shares).
(a)(1)(E)*
 
Form of ADS Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (for use with respect to ADSs).
(a)(1)(F)*
 
Form of Notice of Guaranteed Delivery (for use with respect to ADSs).
(a)(1)(G)*
 
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (for use with respect to ADSs).
(a)(1)(H)*
 
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (for use with respect to ADSs).
(a)(5)(A)*
 
Form of summary newspaper advertisement, dated December 8, 2010.
(a)(5)(B)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on September 17, 2010, incorporated herein by reference to Exhibit 4 to the Schedule 13D filed by Johnson & Johnson on September 17, 2010.
(a)(5)(C)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on October 6, 2010.
(a)(5)(D)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on October 29, 2010.
(a)(5)(E)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on November 30, 2010.
(a)(5)(F)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on December 8, 2010.
(a)(5)(G)*
 
Slides from extraordinary general meeting of Shareholders 2010, dated December 10, 2010.
(a)(5)(H)*
 
English translation of transcript of remarks made by Paul Stoffels at extraordinary general meeting of Shareholders 2010, dated December 10, 2010.
(a)(5)(I)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on January 28, 2011.
(a)(5)(J)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on February 8, 2011.
(a)(5)(K)*
 
Form of summary newspaper advertisement, dated February 8, 2011.
(a)(5)(L)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on February 17, 2011.
(a)(5)(M)
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on February 22, 2011.
(b)
 
Not applicable.
(d)(1)*
 
Equity Purchase Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009,  incorporated herein by reference to Exhibit 1 to the Schedule 13D filed by Johnson & Johnson on September 17, 2010.
(d)(2)*
 
Shareholder Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009, incorporated herein by reference to Exhibit 2 to the Schedule 13D filed by Johnson & Johnson on September 17, 2010.
(d)(3)*
 
Registration Rights Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009, incorporated herein by reference to Exhibit 3 to the Schedule 13D filed by Johnson & Johnson on September 17, 2010.
(d)(4)*
 
Merger Agreement between Cilag Holding AG and Crucell N.V., dated as of October 6, 2010, incorporated herein by reference to Exhibit 1 to Amendment No. 1 to the Schedule 13D filed by Johnson & Johnson on October 7, 2010.
(d)(5)*
 
Form of Irrevocable Undertaking between Johnson & Johnson and Management and Supervisory Board Members of Crucell N.V., incorporated herein by reference to Exhibit 2 to Amendment No. 1 to the Schedule 13D filed by Johnson & Johnson on October 7, 2010.
(d)(6)*
 
Supplementary Addendum to Merger Agreement between Cilag Holding AG and Crucell N.V., dated as of November 30, 2010, incorporated herein by reference to Exhibit 1 to Amendment No. 2 to the Schedule 13D filed by Johnson & Johnson on December 1, 2010.
(d)(7)*
 
Assignment Agreement between Cilag Holding AG, JJC Acquisition Company B.V. and Crucell N.V., dated as of December 6, 2010, incorporated herein by reference to Exhibit 1 to Amendment No. 3 to the Schedule 13D filed by Johnson & Johnson on December 6, 2010.
(g)
 
Not applicable.
(h)
 
Not applicable.
* Previously filed.
 
7
EX-99.(A)(5)(M) 2 ex-a5m.htm PRESS RELEASE ex-a5m.htm
 
Exhibit (a)(5)(M)
 


Johnson & Johnson Completes Tender Offer for Crucell and Declares Offer Unconditional


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 t erms 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 consideratio n 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@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 produ cts 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@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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