Johnson & Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext:
CRXL) (NASDAQ: CRXL) (SWISS: 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 at
www.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 at
www.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 at
www.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 at www.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 at www.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 at www.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 At www.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: CRXL) (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
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
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 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 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.)
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]
For further information please contact: Crucell N.V. - Media
& Investors Oya Yavuz Vice President Corporate Communications
& Investor Relations Tel. +31 (0)71 519 7064 Email Contact
www.crucell.com Johnson & Johnson - Media Karen Manson Mob. +
32 479 89 47 99 Bill Price Tel. +1 (732) 524 6623 Mob. +1 (732) 668
3735 Johnson & Johnson - Investors Louise Mehrotra Tel. +1
(732) 524 6491 Stan Panasewicz Tel. +1 (732) 524 2524
Crucell NV ADS, Each Representing One Ordinary Share (MM) (NASDAQ:CRXL)
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Crucell NV ADS, Each Representing One Ordinary Share (MM) (NASDAQ:CRXL)
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De Jul 2023 até Jul 2024