0000950157-11-000174.txt : 20110308 0000950157-11-000174.hdr.sgml : 20110308 20110308171917 ACCESSION NUMBER: 0000950157-11-000174 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110308 DATE AS OF CHANGE: 20110308 GROUP MEMBERS: JJC ACQUISITION COMPANY B.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRUCELL NV CENTRAL INDEX KEY: 0001126136 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51066 FILM NUMBER: 11672825 BUSINESS ADDRESS: STREET 1: ARCHIMEDESWEG 4 STREET 2: 2333 CN LEIDEN CITY: THE NETHERLANDS STATE: P8 ZIP: 00000 MAIL ADDRESS: STREET 1: CT CORPORATION SYSTEM STREET 2: 111 EIGTH AVE 13TH FL CITY: NEW YORK STATE: NY ZIP: 10011 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRUCELL NV CENTRAL INDEX KEY: 0001126136 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51066 FILM NUMBER: 11672826 BUSINESS ADDRESS: STREET 1: ARCHIMEDESWEG 4 STREET 2: 2333 CN LEIDEN CITY: THE NETHERLANDS STATE: P8 ZIP: 00000 MAIL ADDRESS: STREET 1: CT CORPORATION SYSTEM STREET 2: 111 EIGTH AVE 13TH FL CITY: NEW YORK STATE: NY ZIP: 10011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON & JOHNSON CENTRAL INDEX KEY: 0000200406 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221024240 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0209 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 BUSINESS PHONE: 732-524-2455 MAIL ADDRESS: STREET 1: ONE JOHNSON & JOHNSON PLZ CITY: NEW BRUNSWICK STATE: NJ ZIP: 08933 SC TO-T/A 1 sctota.htm AMENDMENT NO. 9 sctota.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 9)

and

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)


CRUCELL N.V.
(Name of Subject Company (Issuer))

JJC ACQUISITION COMPANY B.V.
(Offeror)
A Wholly-Owned Subsidiary of

CILAG HOLDING AG
(Offeror)
A Wholly-Owned Subsidiary of

JOHNSON & JOHNSON
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))

ORDINARY SHARES, €0.24 NOMINAL VALUE,
and AMERICAN DEPOSITARY SHARES,
EACH OF WHICH REPRESENTS ONE ORDINARY SHARE
(Title of Class of Securities)

N23473106 (Ordinary Shares)
228769105 (American Depositary Shares)
(CUSIP Number of Class of Securities)

Eric Jung, Esq.
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
(732) 524-6400
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Robert I. Townsend, III, Esq.
Damien R. Zoubek, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000
 
 
 
 
 

 
 
 
CALCULATION OF FILING FEE

Transaction Valuation(1)
Amount of Filing Fee(2)
$2,380,424,487.98 $276,367.28

(1)
Estimated for purposes of calculating the amount of the filing fee only. This amount is based on the value of the total number of Crucell N.V. ordinary shares, nominal value €0.24 per share, and Crucell N.V. American depositary shares, each of which represents one Crucell N.V. ordinary share, to be acquired by JJC Acquisition Company B.V. upon consummation of the offer if all such Crucell N.V. ordinary shares and American depositary shares are acquired in the offer and based on the offer price of €24.75 and the noon buying rate in New York City for cable transfers in euros as certified for customs purposes by the Federal Reserve Bank of New York on January 21, 2011, which was $1.3581 per €1.00.
   
(2)
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for fiscal year 2011, issued December 22, 2010, by multiplying the transaction value by .00011610.
 
R
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
Amount Previously Paid:
$176,684.64
Filing Party:
JJC Acquisition Company B.V./
       
Johnson & Johnson
 
Form of Registration No.:
Schedule TO
Date Filed:
November 12, 2010
         
 
Amount Previously Paid:
$99,682.64
Filing Party:
JJC Acquisition Company B.V./
       
Cilag Holding AG/
       
Johnson & Johnson
 
Form of Registration No.:
Schedule TO
Date Filed:
January 28, 2011
 
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

R
Third-party tender offer subject to Rule 14d-1.
o
Issuer tender offer subject to Rule 13e-4.
o
Going-private transaction subject to Rule 13e-3.
R
Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  R

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
o
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
R
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 
 


 
 
2

 
 
 
 
CUSIP No.
N23473 10 6 
 
 
 
1
NAME OF REPORTING PERSONS
Johnson & Johnson
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
I.R.S. I.D. #22-1024240
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)   ¨
(b)   ¨
3
SEC USE ONLY
 
 
4
    SOURCE OF FUNDS (See Instructions)
 
    WC
5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
87,791,419(1)
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
87,791,419(1)
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
87,791,419(1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
98.9%(1)(2)
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO

(1) JJC Acquisition Company B.V., the subsidiary formed for the purpose of making the Offer and an indirect wholly owned subsidiary of Johnson & Johnson, holds or has accepted for payment all shares validly tendered (or defectively tendered provided that such defect has been waived by JJC Acquisition Company B.V.) and delivered, and not validly withdrawn, on the terms and subject to the conditions and restrictions of the Offer.
 
(2) Based on the total number of 88,744,215 issued and outstanding Ordinary Shares of Crucell, including all outstanding ADSs, on a fully diluted basis, as of March 8, 2011.
 
 
 
3

 
 
 
Amendment No. 9 to Schedule TO and Amendment No. 5 to Schedule 13D

This Amendment No. 9 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 12, 2010 (together with any amendments and supplements hereto, this “Schedule TO”) and is filed by (i) JJC Acquisition Company B.V., a private company with limited liability incorporated under the laws of the Netherlands (the “Offeror”) and a wholly-owned direct subsidiary of Cilag Holding AG, a Swiss corporation and an indirect wholly-owned subsidiary of Johnson & Johnson, a New Jersey corporation (“Parent”), (ii) Cilag Holding AG and (iii) Parent.  This Schedule TO relates to the third party tender offer by the Offeror to purchase all of the issued and outstanding ordinary shares, nominal value 0.24 per share (the “Ordinary Shares”), of Crucell N.V., a public limited liability company incorporated under the laws of the Netherlands (the “Company”), and all of the outstanding American depositary shares of the Company (“ADSs”), each of which represents one Ordinary Share, upon the terms and subject to the conditions and restrictions set forth in the offer document dated December 8, 2010 (the “Offer Document”) and in the related ADS Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(E), respectively.  Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer Document.
 
 
Items 1 through 9 and 11 of the Schedule TO and Item 5 of the Schedule 13D.

Items 1 through 9 and 11 of the Schedule TO and Item 5 of the Schedule 13D are hereby amended and supplemented as follows:

At 11:45 a.m. New York time (17:45 hours Dutch time) on March 8, 2011, the Subsequent Offering Period expired as scheduled.   Based on the information provided by the Settlement Agents to Parent, as of the expiration of the Subsequent Offering Period, a total of 87,791,419 Ordinary Shares were tendered for acceptance during the initial offering period and Subsequent Offering Period (including 12,915,680 represented by ADSs), representing, when taken together with Shares held by the Johnson & Johnson Group at such time, approximately 98.93% of the issued share capital of the Company held by others than the Company and its Affiliates at such time.  The Offeror has accepted for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered during the Subsequent Offering Period, subject to the conditions and restrictions of the Offer.

As the Offeror holds 95% or more of the Shares (excluding Shares held by Crucell or its Affiliates), the Offeror intends, as contemplated by Section 7.15.2 of the Offer Document, to acquire the remaining Shares not tendered by means of buy-out proceedings in accordance with article 2:92a or 2:201a of the DCC or takeover buy-out proceedings in accordance with article 2:359c of the DCC, to be initiated as soon as reasonably practicable under applicable rules and regulations.

As contemplated by Section 7.14 of the Offer Document, to the extent permitted under applicable law and stock exchange regulations, the Offeror intends, as soon as reasonably practicable under applicable rules and regulations, to cause Crucell to petition the NASDAQ to delist the ADSs, submit a request for delisting of the Ordinary Shares to Euronext Amsterdam and the Swiss Exchange and make a filing with the SEC requesting termination of the registration of the ADSs under the Exchange Act.

The joint press release issued by Parent and the Company on March 8, 2011 announcing the final results of the Offer is filed as  Exhibit (a)(5)(N) hereto and is incorporated herein by reference.


Item 12 of the Schedule TO.  Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

(a)(5)(N)     Joint Press Release issued by Johnson & Johnson and Crucell N.V. on March 8, 2011.
 
 
 
 
4

 
 
 
SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

March 8, 2011
 
  JJC ACQUISITION  
  COMPANY B.V.  
       
 
By:
/s/ Henno Meijerink  
    Name:  Henno Meijerink   
    Title:    Director   
 
 
  CILAG HOLDING AG  
       
 
By:
/s/ Heinz Schmid  
    Name:  Heinz Schmid  
    Title:    Director   
 
 
 
By:
/s/ Pascal Hoorn  
    Name:  Pascal Hoorn   
    Title:    Director   
 
 
  JOHNSON & JOHNSON  
       
 
By:
/s/ Douglas Chia  
    Name:  Douglas Chia   
    Title:    Secretary  
 
 
Signature Page
 
 
 
 
 
5

 
 
 
Exhibit Index
 
Exhibit
 
Exhibit Name
(a)(1)(A)*
 
Offer Document, dated December 8, 2010.
(a)(1)(B)*
 
Form of Tender and Proxy Form and Deed of Transfer of Crucell N.V. Registered Ordinary Shares (for use with respect to Ordinary Shares).
(a)(1)(C)*
 
Form of Memorandum to Global Custodians and Back Offices of Institutional Holders of Ordinary Shares (for use with respect to Ordinary Shares).
(a)(1)(D)*
 
Form of Cover Letter to Retail Holders of Ordinary Shares (for use with respect to Ordinary Shares).
(a)(1)(E)*
 
Form of ADS Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) (for use with respect to ADSs).
(a)(1)(F)*
 
Form of Notice of Guaranteed Delivery (for use with respect to ADSs).
(a)(1)(G)*
 
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (for use with respect to ADSs).
(a)(1)(H)*
 
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (for use with respect to ADSs).
(a)(5)(A)*
 
Form of summary newspaper advertisement, dated December 8, 2010.
(a)(5)(B)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on September 17, 2010, incorporated herein by reference to Exhibit 4 to the Schedule 13D filed by Johnson & Johnson on September 17, 2010.
(a)(5)(C)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on October 6, 2010.
(a)(5)(D)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on October 29, 2010.
(a)(5)(E)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on November 30, 2010.
(a)(5)(F)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on December 8, 2010.
(a)(5)(G)*
 
Slides from extraordinary general meeting of Shareholders 2010, dated December 10, 2010.
(a)(5)(H)*
 
English translation of transcript of remarks made by Paul Stoffels at extraordinary general meeting of Shareholders 2010, dated December 10, 2010.
(a)(5)(I)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on January 28, 2011.
(a)(5)(J)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on February 8, 2011.
(a)(5)(K)*
 
Form of summary newspaper advertisement, dated February 8, 2011.
(a)(5)(L)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on February 17, 2011.
(a)(5)(M)*
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on February 22, 2011.
(a)(5)(N)
 
Joint Press Release issued by Johnson & Johnson and Crucell N.V. on March 8, 2011.
(b)
 
Not applicable.
(d)(1)*
 
Equity Purchase Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009,  incorporated herein by reference to Exhibit 1 to the Schedule 13D filed by Johnson & Johnson on September 17, 2010.
(d)(2)*
 
Shareholder Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009, incorporated herein by reference to Exhibit 2 to the Schedule 13D filed by Johnson & Johnson on September 17, 2010.
(d)(3)*
 
Registration Rights Agreement between JHC Nederland B.V. and Crucell N.V., dated as of September 28, 2009, incorporated herein by reference to Exhibit 3 to the Schedule 13D filed by Johnson & Johnson on September 17, 2010.
(d)(4)*
 
Merger Agreement between Cilag Holding AG and Crucell N.V., dated as of October 6, 2010, incorporated herein by reference to Exhibit 1 to Amendment No. 1 to the Schedule 13D filed by Johnson & Johnson on October 7, 2010.
(d)(5)*
 
Form of Irrevocable Undertaking between Johnson & Johnson and Management and Supervisory Board Members of Crucell N.V., incorporated herein by reference to Exhibit 2 to Amendment No. 1 to the Schedule 13D filed by Johnson & Johnson on October 7, 2010.
(d)(6)*
 
Supplementary Addendum to Merger Agreement between Cilag Holding AG and Crucell N.V., dated as of November 30, 2010, incorporated herein by reference to Exhibit 1 to Amendment No. 2 to the Schedule 13D filed by Johnson & Johnson on December 1, 2010.
(d)(7)*
 
Assignment Agreement between Cilag Holding AG, JJC Acquisition Company B.V. and Crucell N.V., dated as of December 6, 2010, incorporated herein by reference to Exhibit 1 to Amendment No. 3 to the Schedule 13D filed by Johnson & Johnson on December 6, 2010.
(g)
 
Not applicable.
(h)
 
Not applicable.
* Previously filed.
 
 
6
 
EX-99.(A)(5)(N) 2 ex-a5n.htm PRESS RELEASE ex-a5n.htm
 
Exhibit (a)(5)(N)
 


Johnson & Johnson Acquires 98.89% of Issued Crucell Shares as of the
End of the Subsequent Offering Period
and
Crucell Intends to Delist Crucell Ordinary Shares and ADSs

New Brunswick, N.J., and Leiden, the Netherlands, 8 March 2011 - Johnson & Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, NASDAQ: CRXL; Swiss Exchange: CRX) today announced that following the end of the subsequent offering period (na-aanmeldingstermijn, Subsequent Offering Period), Johnson & Johnson has acquired 98.89% of the issued Shares in Crucell N.V. (Crucell) (which includes treasury shares held by Crucell) and 98.93% of the issued and outstanding Shares in Crucell.

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 ordinary shares (Ordinary Shares) in the capital of 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). On 22 February 2011 Johnson & Johnson declared the Offer unconditional.

Subsequent Offering Period

The Subsequent Offering Period expired, as scheduled, at 17:45 Dutch Time (11:45 New York Time) on 8 March 2011.  The Shares tendered for acceptance under the Offer during the Subsequent Offering Period by Shareholders other than members of the Johnson & Johnson group amount to 3,352,422 Shares (including 222,103 represented by ADSs), representing 3.78% of the issued share capital of Crucell (which includes treasury shares held by Crucell).  All Shares that were validly tendered (or defectively tendered provided that such defect has been waived by the Offeror), on the terms and subject to the conditions and restrictions of the Offer, during the Subsequent Offering Period have been accepted for payment.  As of the end of the Subsequent Offering Period 87,791,419 Shares are held by or tendered to the Offeror, representing 98.89% of the issued share capital of Crucell (which includes treasury shares held by Crucell).

Delisting, Deregistration and Termination of Reporting Obligations

Crucell intends to delist the Ordinary Shares on Euronext Amsterdam (Euronext) and the Swiss Exchange (SIX) and the ADSs on the NASDAQ Global Market Select (NASDAQ) as soon as reasonably practicable under applicable law and stock exchange rules and regulations.  Accordingly, Crucell intends to file a Form 25 with the U.S. Securities and Exchange Commission (SEC) to effect the delisting of the ADSs from NASDAQ.  Crucell intends to file a Form 15F with the SEC to deregister and terminate its reporting obligations under the U.S. Securities Exchange Act of 1934, as amended.  Crucell intends to delist the Ordinary Shares on Euronext and SIX after the Form 15F is filed.  Crucell reserves the right to delay or withdraw for any reason the filing of the Form 25 and Form 15F or the delisting on Euronext and/or SIX.
 
 
 
 

 

 
Statutory Buy-Out Proceedings

As the Offeror holds at least 95% of the Shares (excluding treasury shares held by Crucell), the Offeror intends to acquire the remaining Shares by means of buy-out proceedings (uitkoopprocedure) in accordance with article 2:92a and/or 359c of the Dutch Civil Code, to be initiated as soon as reasonably practicable. Further details will follow as circumstances require.

Additional Information

This joint press release is issued pursuant to the provisions of Section 17 paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft).

On 8 December 2010, the Offeror commenced the Offer to acquire all of the issued and outstanding Ordinary Shares in the capital of Crucell, including all Ordinary Shares represented by ADSs, 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, the Offer Price in consideration of each Ordinary Share.  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.  The Offer was declared unconditional by Johnson & Johnson on February 22, 2011 and the Subsequent Offering Period expired at 17:45 Dutch Time (11:45 New York Time) on 8 March 2011.  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.
 
 
 
 

 

 
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 2010 alone, Crucell distributed more than 105 million vaccine doses in more than 100 countries around the world. 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 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 2 January 2011, and Crucell’s Annual Report/ Form 20-F for the fiscal year ended 31 December 2009, as filed with the U.S. Securities and Exchange Commission on 7 April 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
ir@crucell.com
www.crucell.com

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

###


 
GRAPHIC 3 johnson_crucell.jpg begin 644 johnson_crucell.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!217AI9@``24DJ``@````!`&F'!``! M````&@`````````!`(:2`@`>````+`````````!,14%$(%1E8VAN;VQO9VEE M7J# MA(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3 MU-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$!`0$!`0`` M``````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$"`Q$$!2$Q M!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF)R@I*C4V M-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$A8:'B(F* MDI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G: MXN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#W^BBL?Q#KUOX?TQKJ M;YG)VQ1CJ[>E)M)79=.G*K-0@KMFQ17FM_\`;Y;[1/[0NI1>WDZR>3&Q"Q)U MQCO7I53"?-Q8A]M`HHK@O%&K7-YXIL_#=I(M=.[;(L1Z#.Q<5+#X'O&YEN8D]N2:K ME2W9A[:;^&)TY\1:2/\`E^B_.G+K^E-TOH1]6Q6`G@1/X[XCZ(*D'@6W'6]D M_P"^!1:'<%.M_*CHDU2Q?[EU$?\`@53K<0M]V6,_1A7,#P+:C_E\E_[Y%*O@ M>V7I>3#Z#%%H]RE.KUC^)U`=#T9?SI_%E_=?@V*F7PS;)]^^O/^_Q M%*R[E*4_Y?Q-[(%-+H.K*/QK,C\/VE/(D49>1@JCDDG`%>0>,YUTCXHV.H29$6$8XZX%,\K=O,]776--22*.ZTU8&6.U$>R0D;,#.Y2.]8NHR>(- M4^'7L:VL2[/+5]]-O0L>`(CJ MJZ8[+MM-+5W9CP#(>GY5Z=:7UK?(SVD\HR:A9PW26LES$D[_=C+`$TMU?6M@@>[N(X58X!=@,FO%-8CNX/& MNE7]]*1/=,LQ4\;%SP/RJY\1)KC5K?\`M8N5LXYS!;)V8=WJGB&DW;8QAD49 M5*4?::26K\]K(]E,D?E>;N&P#=NSQCUI(9HKB%)875XW&58="*X;4=0N3X.T MW2M/^:_O;8`<_=0#EC6!X'U;6KZR?PW;NL+6['?<$Y*)GH/>K]LE)*VYQPRF M4J$JO,EROKVU5_O/49]2LK:9(9KJ*.1SA5+#)_"G6U]:7;.MM<1RE#A@C`XK MRGPII=O?^/-5BD>23R%=$:1B6STW4^;0-8\+:G8):3V\/GRFW$Z9+.&/5AZB MI5:5N:VAO/*:$9^R]K[]D]5IJKGJ+ZG8Q7:6CW4*W#_=C+I[0K*ZAE(((R".AI]8FA7,=MX1LK MBX?:B6P9V/8`5DGQ_I=S:S/:-(I`*QRR1D)N[9-;.:2U/(C@JTY25.+:3M*XK3D_LOX/75RO$UPK.S=R2:N'4+OQ=\-M2,ZH; MJ,LIV#@E35*S<:C\&IXD^_`I5AZ$&N>4N:5UV/KU>C M]#UBVO+:\B\RVGCE3.-R'(S7CVL:A)9_%&_>-2\Q7RHE`R22O`K2L-/\0>'O M$D6F6;6D!NX3]TDI\O\`%CUK-LF.D_%"ZEU2Y%P\"EWE(QD[>U34FY))JVIU M9?@X8>=649*:<&TNKU7ZZ'I6AQVGA_2;'3)[F)+EER59@"[GDXK:FFBMXFEF M=411DLQP!7B'B1;U_$VE:I=NZRWL@D2/_GFF[Y1^5=CXYN9M9M;W3K20K;V4 M)FN77H6QPM7&M9-);'%7RKFJTY2G\=W)]M;/\=$=W;7=O=P">VF26(]'4Y%- MMK^TO'D2VN(Y6C.'"-G:?>O*?!U_3E%(_Y9ICYFI/ADRZ= MX@UM9)3Y,"-N9CU`;K35>[CIN35R54X5I M<>M.EFC@C,DLBQH.I8X`KQK5]?U6P\66OB4QG[+.3'!&3CK?CU;]]! MM;[4KE]]Y*%BMXV(2-<9_$T>WT>FPXY&_:4HRFDI_/7JOD>G#6],949;^WVN MQ53O')]*MSW,%M"TTTJ1QJ,EF.`!7GU]X(-UIFFW&GK`_E6NQHY20#D9W`CO M69#I=WK7@N\N-5OI)$L@\<4"'`RO<^M/VLUHT91R[#32E"KI>STUU=E_6QZE M;7=O>6XGMIDEB.<.IR*;;7]I>/(EM<1RM$<.$;.T^]>3^#K^X'@L:39N1=7M MRZ*1U1,?,U2?"V(VOBG5;<.6"`J2>^&I1KW<5;HH MHKH/!"BBB@"I?O<+;[+5N-2D7>4PL:=-S'H*\OT[QAJ^II->7.L/`XRR1H`%'M7H MGC[PW)XH\)W-A;L%N01+#G@%ASC\:^<9;/6=-N&LKFPNXYU.TJ$;DUR8F,Y6 MY6>UE4\*N95]^^Y]!>`_&+>(TN;.ZV_;+;!++P'7UKM:\P^$OA2_TF"YU;4H MF@FN5"1Q-]X+G.3^E>F/(D2%G8*HZDG`K:DI*"YMSBQSHNO)T/A'T5F0:K'? M71ALAYB(?WDW\(]AZFM.M+6.-23V//?B'XZFT%X])TI0VHS`$MC/E@],>YK` MM?A[XPU>%;S4=?DMYI!N\LR/E?RX%9^G8U#XVRFZ^?;<,5#<@$#BO<:U;Y-$ M<%.'UB4I3>B=DCC_``3X;U?P\+Q-4U,WJOCRCO9MH[]:ZUW6.,L[!5'4DX`I M]/`VJ_]<36?Q,Z[*E3]WH;SWUI%!Y[W,2Q=-Y<8S]:F1UD171@58`@C MH17B7P[\')XHTV6;59YS8P/LBMT<@%NY->U00I;6T4$?"1H$7/H!BG)).Q-" MK*HN9JR!;B!Y#$DT;2#JH8$C\*=)+%"FZ1TC7U8@"O'O!I_XO#J7UEKI?C!Q MX+_[;I_.FXZI$1Q#=*52VUSO4D22,/&RLIZ%3D&G9Q[5S/P\_P"1!T?_`*XG M_P!"-<9\4=;OYM>L/#MA/)!YFUI"C$%BQP.G;K24;NQWXGIS:II MZ2>6U[;A_0R#-6E(9&S M^(-/UKQS>2^);R==*A=ECMDW%6VG`!`_.H?%NI>%HOLUWX1EGM+M'Q(L8=`5 M]:OV?0Y'C59R5K+SU/H*O(/$%WYQR:\N\1\?''3?\`?A_K1!:LO%2O"+7='LM>0_%F[N;?Q)HBPW$L M2LIR$<@'YAUQ7KU>-_&#_D9M"_W3_P"ABE3^(>-_@OY'L,7^I3_='\J?4<7^ MI3_='\JDJ#J6P5S_`(J\/0Z_I11F$5Q#^\AE_N$5T%R" M!2.H!ZU$["]I]8A[-V=]SRK6[O4M3OM'U&_B01QR"W1QSYA5N6_&O2/ M'_AB?Q!HT;6>/M5L=Z+TR/05G^,-)A7_`(1K3($P$N%50/0=:]!`P,5C"G?F MC+R/9QF8\JP]:BK5_U/*['5?'%[IZZ*=*,3%?*:Z<8VKTS71:[H$MK\ M.9M(LHS-(D0&%Y+G/-=G16BI:6;N<%3,W*I&5."BD^:RZOS.$\#>%YM(\+S- M<1E;VY0Y5NJ#LM<]X&\(ZE_:<_\`:<#PV,6PQYCCI^%>N44O8QT\BO[8 MK_O7I>I^%NQY?X_\-:CK7BS3?LL#F`H%:11P@SSFKOQ!\/7$OA*RLM,MGE^S MN/E09.,=:]#HH=&+YO,4,WK0]BDE:GMY^IY[I?A_5+3PIY_/->E44*C%-/L*6;594ZD++W_P M7;^O,\GUW0]=\->,)=&YY?!UG8Z7`9?LC@[%&20!UKT&BAT8OF\Q0S>M#V*25J>WGZG"^#] M'U*ZTXR:ZKI'Y'V>*US@!.Y(]:>G@)[.UGL]/U62.RFR6MY$#`5V]%4J4;), MRGF==U)3C9)]+:?C^9YYX4\#_9M/N8;V>\C7SV"HDA0,/6LS5=*O/"]WVU2-B(G.3&0.37JA(`R>@KD="(U34]8UJ7D*6MH,]%1>OYFLY4HI**.VA MF-:I.I7JZQTTZ7Z?CK\C&^$L0;0-2MW`XG*-Q[5D1Z=XE\#:_1HMY/MP)[MV7Z`\5VU*%/FA'6S1IB\Q=#&UURJ49;I^1Q? MAK3]7U#67U_7(A!((_+M[JT5H MZ*:29Q4\UJTZDJD$E>/*O)>1YC\1]"U2_P!9TJ73+5I!&-H*CA#FNCDT!['P M1?V48,U[/"S2MW=SUKJZ*/9*[?U#4M9-K!8RN@$26CK]R-1][-=+XI\*2:QX.@T^) MLW5JJM&3W(&"*[*BJ]C'6_4R>;5K4E'3V>J]?Z_4\FTO5?'$&GKHBZ2=ZCRU MN7!`45URZ!+IW@.?3(\RW+0L6QU9SUKJZ*(TK;NXJ^9.I).$%'6[MU9YQ\,O M"MQI=I/?:A$T5Q)E(D?J@[G\:P--\/\`B2U\6:C;VT$D$-U(0]SC`"$YR#7L MU%3["-DET-O[;K>UJU913Y_N5MB"V@%K:QPJQ*HH4%CDFIZ**W/';;=V%%%% M`@JA=ZM:V+;;@R)[[#@_C5^F.BR+M=0RGJ",BA"=[:&.?%6D#_EY_P#'34$W MB_2$Y4O(PZ82KL_A[2K@Y:S16]5XJNOA/2%;/D,?8L<5?N&+]MTL8UUXWD?Y M+*UP3T+\G\J;:Z5K&O.LNI3R16W7:>,CT`KJK72;"SY@M8T([XR:O4TY4VI;G%_!X8\$G_KZ?\`D*]`K+T+0K'P]I_V'3T9(-Y?#-DY/7^5 M:E*3N[CHP<*:B^AXAH-_;:+\7[]M0E$".\B;GX`)Z.:TYHW3.1X>LHRIJUF2_#S_`)$'1_\`KB?_`$(UYW\3TFTGQYI^LE"8 M"J$'ME3R/UKU[2].M](TZ"PM%*P0KM0$Y('6F:MHVGZW9FTU"W2>$\@'J#Z@ M]JE2M*YM4H.=%0ZJWX&5;^//#4]BEU_:UO&I7)5FPRGT(K?CDCNK5)(VW1RH M&4^H(KBD^$OA9)?,\JY;G.TS".UMHH(5VQQJ$4>@%)VZ&E+VK_B)? M(\,\/MIWASXAZA9^(((O(D=U5IT#*F3D'\?6O39YO!%O'YLO]D*IZ':IS5[7 MO!^B^),-J%KNE48$J':X'UK#M_A-X6@E$GE7,F/X7FR/Y53DGJ<\:-2G>,4F MO,[.V6!;6,6ZHL.T%`HP`.V*\9\97D.E_&&QO;IBD$7E.[8S@(61]1LUED0860'#`?6IB[/4VQ%*52"4=UJ:-A?6^I6, M5Y:/YD$HW(P[BO)/C&WE:_HLK9"*A)/T89KUK3M/M]+T^&QM5*P0KM0$Y(%5 MM9\/Z9K]NL.I6JS*IRI/!4^QHBTI7"O2E5I5<0I*A_A<9%9SCS1L=>#KQH5E4DKK6_P`U8Y72[@>* M=?CU>.-UT^S0K`7&-[GJ178U%%#'!$(XHUC1>`JC`%2TXQLM2<16567NJT5H MEY!1115&`4444`%%%%`!1110`4444`%%%%`!1110!#<`FVE"]2AQ^5>7>'_$ M?D:)<^'X()3JCSN@4*<`$_>KU>JL5A:0W#W$5M$DS_><*`36S6O5=_+4AT;3DTK2+:R3_ED@!/J>Y_.M"BBK2MH<4YN