CRXL Crucell NV ADS, Each Representing One Ordinary Share (MM)

U.S. pharma giant Johnson & Johnson (JNJ) said Wednesday it plans to proceed with its agreed EUR1.75 billion cash takeover offer for Crucell NV (CRXL.AE) but left open the option to change the terms if problems at the Dutch biotech's manufacturing plant in South Korea prove worse than thought.

Crucell in late October abandoned its full-year targets after suspending operations at its Shingal site in South Korea and temporarily halting shipments of two vaccines, due to sterility issues at the plant. The companies said they expect the facility to resume manufacturing in February 2011.

J&J said in a statement Wednesday that the two companies have agreed to go ahead with the deal, but added that "while the immediate financial impact of the Korea manufacturing issues to Crucell, as described in Crucell's financial results for the third quarter of 2010, would not alone constitute a material adverse effect, all effects relating to the Korea manufacturing issues, including those related to the period prior to commencement of the offer, may be taken into account, but only in combination with further developments that may arise or become known to Johnson & Johnson after the commencement of the offer as a result of, and/or in connection with, the Korea manufacturing issues."

The Dutch market regulator Autoriteit Financiele Markten said that once it has approved a merger, the rules to amend the offer are very strict, making it difficult to adjust the bid.

"Only if certain conditions, as laid out in the offer memorandum, have been met, can the bidder withdraw the offer and put in a new bid," said AFM spokeswoman Imre de Roo. She declined to comment on the Crucell case in particular.

In early October, Crucell and J&J said they had reached an agreement on the U.S. pharmaceutical giant's EUR1.75 billion cash offer for the portion in the Dutch vaccine maker it doesn't already own, despite the concerns of some major Crucell shareholders who think the bid is too low.

J&J holds about 17.9% of Crucell shares, and the EUR24.75 per share offer is for the outstanding shareholding.

In its statement Wednesday, J&J said it expects to get final approval from the Dutch market regulator Autoriteit Financiele Markten for the offer before Crucell's general shareholder meeting on Dec. 10.

-By Anna Marij van der Meulen; Dow Jones Newswires; +31 20 5715 216; annamarij.vandermeulen@dowjones.com

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