Johnson & Johnson and Crucell Reach Agreement on Intended Public Offer of ?24.75 per Ordinary Share of Crucell
Johnson & Johnson's
resources and international reach will accelerate Crucell's growth
and further expand its potential
New Brunswick, N.J., and Leiden, the
Netherlands, 6 October 2010 -Johnson & Johnson (NYSE:
JNJ) and Crucell N.V. (NYSE Euronext, NASDAQ: CRXL; Swiss Exchange:
CRX) today announced an agreement whereby Johnson & Johnson,
through an affiliate, would acquire all outstanding equity of
Crucell that it does not already own for approximately € 1.75
billion in a recommended cash tender offer (the
Offer).
Crucell is a global biopharmaceutical company
focused on the research & development, production and marketing
of vaccines and antibodies against infectious disease worldwide.
The Company currently markets vaccines in the paediatric, travel,
endemic and respiratory fields and has several vaccines in clinical
development.
After consummation of the Offer Johnson &
Johnson expects to maintain Crucell's existing facilities, to
retain Crucell's senior management and, generally, to maintain
current employment levels. Johnson & Johnson also intends to
keep Crucell as the center for vaccines within the Johnson &
Johnson pharmaceutical group, and to maintain Crucell's
headquarters in Leiden.
Johnson & Johnson currently owns 17.9% of
Crucell's outstanding shares. In addition, in September 2009
Johnson & Johnson entered into an agreement with Crucell to
develop a universal influenza monoclonal antibody and a universal
flu vaccine for the treatment and prevention of influenza, as well
as a long-term innovation collaboration for the development of
monoclonal antibodies and/or vaccines directed against up to three
other infectious and non-infectious disease targets.
"Johnson & Johnson and Crucell share a
commitment to improving the lives of people worldwide," said Paul
Stoffels, Global Head, Pharmaceutical Research and Development,
Johnson & Johnson. "This potential combination would provide us
with a new platform for growth and advances our goal to deliver
integrated health care solutions, with particular emphasis on
prevention. Operational excellence in manufacturing and supply
chain has made Crucell an established and reliable supplier of
vaccines, in particular to emerging markets. We hope to build on
those capabilities, and the expertise and talent of Crucell's
employees to continue making a difference in the lives of people
worldwide."
"I am looking forward to Crucell becoming a
Johnson & Johnson company. I am particularly excited
that, by retaining our innovative and entrepreneurial culture and
dedicated employees, combined with the strength of Johnson &
Johnson, we can further accelerate and expand our product and
pipeline development, as well as our ability to provide vaccines to
people around the world", said Ronald Brus, Chief Executive Officer
of Crucell.
Under the terms of the agreement, Johnson &
Johnson, through a wholly-owned subsidiary, will initiate a
recommended public offer under Dutch law to purchase all
outstanding ordinary shares of Crucell not already owned by Johnson
& Johnson and its affiliates for €24.75 per share (the
Offer Price). The Offer Price assumes that, consistent with
Crucell's prior practice and the terms of the merger agreement, no
dividends will be declared and/or paid with respect to Crucell's
ordinary shares. The financing of the Offer is not subject to third
party conditions or contingencies.
The Supervisory Board and the Management Board
of Crucell unanimously support the Offer, which represents a
premium of 58% over the closing price of €15.70 as of
September 16, 2010 and a premium of 63% over the 30 day average of
€15.20 as of September 16, 2010. Both Boards believe the Offer
is in the best interest of Crucell and its stakeholders including
its shareholders, partners and employees, and unanimously recommend
that Crucell's shareholders tender their shares into the Offer,
when made, and to vote in favour of the resolutions to be proposed
in connection with the Offer at the Extraordinary General Meeting
of Shareholders (EGM) of Crucell to be held during the acceptance
period of the Offer. The Board of Directors of Johnson &
Johnson has also approved the transaction.
Upon closing, the transaction is expected to
have a dilutive impact to Johnson & Johnson's 2011 earnings per
share of approximately $0.03 - $0.05. The Offer Memorandum is
expected to be published by the end of November 2010 and the
transaction is expected to close in the first quarter of
2011.
Corporate governance
Following completion of the Offer, the
Supervisory Board of Crucell will consist of nine individuals
designated by Johnson & Johnson and two individuals who
currently serve on the Supervisory Board of Crucell, who will act
as independent directors. The two independent directors will,
in accordance with Dutch practice, act as independent supervisory
directors to protect the interest of any minority shareholders for
such time as is necessary for Johnson & Johnson to acquire full
ownership of Crucell's outstanding shares and to finalize any post
offer restructuring as described below. At the completion of the
Offer, the composition of the Management Board of Crucell will
remain the same.
Offer process
The relevant bodies and authorities (such as
the relevant employee representative bodies, the Dutch Social and
Economic Council (SER) and the relevant anti-trust authorities)
have been or will be informed and/or consulted (as applicable) as
customary in a transaction of this kind and appropriate filing will
be made with the Dutch Authority for the Financial Markets and the
U.S. Securities & Exchange Commission.
An EGM will be convened to inform the
shareholders about the Offer and to adopt certain resolutions
concerning the future governance of Crucell that are conditions to
the consummation of the Offer. If the Offer is declared
unconditional, Crucell intends to promptly terminate its listings
on NYSE Euronext Amsterdam, NASDAQ and the Swiss Exchange. If
Johnson & Johnson acquires 95% of Crucell's shares (including
the shares already held by Johnson & Johnson and its
affiliates), Johnson & Johnson will initiate squeeze-out
proceedings to obtain 100% of Crucell's shares. If Johnson &
Johnson acquires less than 95% but at least 80% of Crucell's
shares, Johnson & Johnson may utilize all other available legal
measures in order to acquire full ownership of Crucell's
outstanding shares and/or its business, including, after having
obtained a favourable Internal Revenue Service (IRS) ruling with
respect to certain tax matters, a proposed sale of Crucell's entire
business by Crucell to a Johnson & Johnson affiliate followed
by other appropriate steps.
Pre-Offer and Offer
conditions
The commencement of the Offer will be subject
to customary pre-offer conditions including Crucell having obtained
works council advice and receipt of a Dutch tax ruling with respect
to certain Dutch tax matters. The consummation of the Offer will be
subject to a minimum acceptance level of at least 95% of Crucell's
shares, which will be reduced to 80% in the event that (i) a
favourable IRS ruling is obtained by Johnson & Johnson with
respect to certain tax matters and (ii) proxies are received from
at least 80% of Crucell's shares allowing Johnson & Johnson to
vote, at a second EGM to be held shortly after the settlement of
the Offer, in favour of a proposed sale of Crucell's entire
business by Crucell to a Johnson & Johnson affiliate following
the consummation of the Offer. In addition, the consummation of the
Offer is subject to offer conditions customary for transactions of
this type, including, antitrust clearance under applicable
anti-trust laws, the absence of breaches of the agreement or of
Crucell's representations and warranties, the absence of a material
adverse effect to Crucell occurring prior to the consummation of
the Offer and the merger agreement not being
terminated.
Fairness
opinion
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 Supervisory Board of Crucell and rendered
a fairness opinion in connection with the
Offer.
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 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 130 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. The Company has a broad development pipeline, with
several product candidates based on its unique
PER.C6® production technology. The Company
licenses its PER.C6® technology and other
technologies to the biopharmaceutical industry. Important partners
and licensees include Johnson & Johnson, DSM Biologics,
sanofi-aventis, Novartis, 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. The Company 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.
This joint press release is issued pursuant
to the provisions of Section 5 paragraph 1 and section 7 paragraph
4 of the Dutch Decree on Public Takeover Bids (Besluit openbare
biedingen Wft).
This document does not constitute an offer
to sell or buy or the solicitation of an offer to buy or sell any
securities, 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.
Forward-looking statements
(This press release contains "forward-looking
statements" as defined in the Private Securities Litigation Reform
Act of 1995. 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.)
For further information please
contact:
Crucell N.V. - Media &
Investors
Oya Yavuz
Vice President Corporate Communications &
Investor Relations
Tel. +31 (0)71 519 7064
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
|
Posted: October 2010
