Crucell kan van de beurs af,minimum Acceptance Condition Satisfied

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Algemeen advies 18/02/2011 06:46
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 (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.

reactie XEA.nl
Crucell beleggers zullen vermoedelijk wel in deze branche blijven en een overstap gaan maken.



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