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J&J lanceren officieel bod (8.45 Binck)

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privee 8 december 2010 08:49

Meer volgt

8.50 Nu ook op BNR

privee 8 december 2010 08:54

J&J: hebben nu 17,9% aandelen Crucell in handen

J&J: biedingsperiode loopt van 9 dec 2010 tot 16 feb 2011

J&J biedt EUR24,75 per aandeel Crucell

Bron Binck.nl

privee 8 december 2010 09:04

Press Releases

Johnson & Johnson Launches Recommended Public Offer to Acquire Crucell

New Brunswick, N.J., and Leiden, the Netherlands, 8 December 2010 - Johnson & Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, NASDAQ: CRXL; Swiss Exchange: 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 €24.75 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 €24.75 per Share.
The Offer represents a premium of 58% over the €15.70 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 €15.20 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.

Hele PB plaatsen lukt niet (steeds error melding bij plaatsing) rest op:

investors.crucell.com/C/132631/PR/201...

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