Forum: Crucell » Offer Document Dated [●] [●] 2010

flosz 14 november 2010 14:35

Filing Date
2010-11-12

www.sec.gov/Archives/edgar/data/11261...

The Offer will expire on [●] [●] 2011 at 17:30 hours Dutch time (11:30 a.m. New York time),
unless extended

Offer Document
Dated [●] [●] 2010
regarding
the recommended cash offer for
(i) all issued and outstanding ordinary shares and
(ii) all issued and outstanding American depositary shares, each representing one ordinary
share, of Crucell N.V.
(a public limited liability company incorporated under the laws of the Netherlands)
by JJC Acquisition Company B.V.
(a private company with limited liability incorporated under the laws of the Netherlands, which is an indirect wholly owned subsidiary of Johnson & Johnson)

This offer document (the “Offer Document”) contains the details of a cash offer by JJC Acquisition Company B.V. (the “Offeror”), a wholly owned direct subsidiary of Cilag Holding AG (“Cilag Holding”), which is an indirect wholly owned subsidiary of Johnson & Johnson (“Johnson & Johnson”), to acquire all of the issued and outstanding ordinary shares (“Ordinary Shares”) in the capital of Crucell N.V. (“Crucell” or the “Company”), including all Ordinary Shares represented by American depositary shares (each, an “ADS”), 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”), on the terms and subject to the conditions and restrictions contained in this Offer Document, and the concurrent solicitation by the Offeror of Proxies from each Shareholder as set out in Section 6.5 of the Offer Document (the offer to purchase Shares, and the solicitation of Proxies, together, are referred to herein as the “Offer”). Capitalised terms used in this Offer Document and not otherwise defined herein have the meaning set forth in Section 4 (Definitions). Pursuant to Article 1:1 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht; “Wft”), each of the Offeror and Johnson & Johnson qualifies as an offeror in respect of the Offer.

Shareholders will be paid, on the terms and subject to the conditions and restrictions contained in this Offer Document, 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tendered provided that such defect has been waived by the Offeror) and delivered (geleverd), and not validly withdrawn, a cash amount of EUR 24.75 per Share, net to the Shareholder in cash, without interest and less any applicable withholding taxes (the “Offer Price”). Holders of ADSs will be paid, in respect of each ADS validly tendered (or defectively tendered provided that such defect has been waived by the Offeror), and not validly withdrawn, the U.S. dollar equivalent of EUR 24.75, net to the Shareholder in cash, without interest and less any applicable withholding taxes, 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 to pay for ADSs upon completion of the Offer.

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 and, consequently, the Offer Price will be decreased by the amount of such dividend or other distribution (before deduction of any applicable withholding taxes). See Section 6.2 (Offer Price).

In connection with the Offer, (i) Shareholders are being asked to adopt a resolution to amend, at an extraordinary general meeting of Shareholders to be held during the Acceptance Period (the “Offer EGM”), the Articles of Association to implement certain changes to the corporate governance structure of the Company (such resolution, as more fully defined in Section 4 (Definitions), the “Governance Resolutions”) and (ii) the Offeror is soliciting from the Shareholders irrevocable proxies (such proxies, as more fully defined in Section 4 (Definitions), 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 resolution of the Crucell management board (the “Crucell Management Board”) approved by the Crucell supervisory board (the “Crucell Supervisory Board” and, together with the Crucell Management Board, the “Crucell Boards”) to transfer the business of Crucell to the Offeror or to an Affiliate of the Offeror and to enter into the Business Purchase Agreement (as defined below) (such transfer, the “Asset Sale”). The Offer EGM and the Post Offer EGM are separate meetings requiring separate Shareholder action. Accordingly, a Shareholder that wishes to vote in favour of the Governance Resolutions must attend (or deliver a proxy in respect of such Shareholder’s ADSs in accordance with the customary procedures used for annual meetings of Shareholders) the Offer EGM when it is convened, and a Shareholder that wishes to grant a Proxy regarding the Post Offer EGM must do so in accordance with the procedures described in this Offer Document. Each of these votes and actions must be undertaken separately by Shareholders.

The Offer is subject to the fulfillment of the Offer Conditions, including, but not limited to, receipt of required antitrust approvals from the European Commission and the satisfaction of a 95% minimum acceptance condition of Shares tendered pursuant to the Offer, which minimum acceptance condition will be reduced to 80% in the event that (i) the Favourable IRS Ruling is obtained by Johnson & Johnson and (ii) 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 favour of the Asset Sale that may be pursued as a Post Closing Restructuring following the consummation of the Offer. The Offeror and the Company each reserve the right to waive certain Offer Conditions to the extent permitted by law and the terms and conditions of the Merger Agreement. See Section 7.5 (Offer Conditions).

The Crucell Management Board and the Crucell Supervisory Board 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 and grant Proxies in respect of all of their Shares to the Offeror. See Section 7.8 (Recommendation by Crucell Boards).

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EACH MEMBER OF THE CRUCELL BOARDS HAS IRREVOCABLY AGREED, subject to the Offer being declared unconditional (gestanddoening) and for so long as the Crucell Boards have not withdrawn their recommendation of the Offer in accordance with the terms of the Merger Agreement and the Merger Agreement has not otherwise been terminated, to accept the Offer in respect of all Shares held by such member, to tender such Shares pursuant to the Offer, to vote in favour of the Governance Resolutions and to grant a Proxy in respect of all of such Shares to the Offeror. This irrevocable undertaking relates to the Shares held by the members of the Boards as set out in Section 9.10 (Equity Holdings of the Members of the Crucell Boards). The acceptance of the Offer by the members of the Boards will be on the same terms and subject to the same conditions and restrictions as set forth in this Offer Document. See Section 7.9 (Committed Shares).

Johnson & Johnson holds indirectly through its Affiliate, JHC Nederland B.V. (“JHC”), 14,626,984 Ordinary Shares, which represent approximately 17.9% of Crucell’s total issued share capital as of the date of this Offer Document.

The Acceptance Period under the Offer begins at 09:00 hours Dutch time (3:00 a.m. New York time) on [●] [●] 2010 and, unless extended, ends at 17:30 hours Dutch time (11:30 a.m. New York time) on [●] [●] 2011 (such time, the “Acceptance Closing Time” and, such date, the “Acceptance Closing Date”), in accordance with the terms of the Offer Document and article 15 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft, the “Decree”) (the “Acceptance Period”). Acceptance under the Offer must be made in the manner specified in this Offer Document. Shares tendered pursuant to the Offer may be withdrawn 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. This right of withdrawal will not apply during the Subsequent Offering Period. The Offeror reserves the right to extend the Acceptance Period once, for a minimum of two weeks and a maximum of ten weeks. 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 (the “Announcement Date”) in accordance with the provisions of article 15, paragraph 2 of the Decree.

On the Announcement Date, the Offeror will determine whether the Offer Conditions have been fulfilled or are to be waived. On the Announcement 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 date on which the Offeror announces that the Offer is unconditional, the “Unconditional Date”), (ii) is extended in accordance with article 15 of the Decree (see Section 6.4 (The Acceptance Period and Extension of the Acceptance Period)) or (iii) is terminated as a result of the Offer Conditions not having been fulfilled or waived by the Offeror and/or the Company. See Section 7.5 (Offer Conditions) and Section 6.6 (Declaring the Offer Unconditional).

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 by issuing a press release. See Section 6.9 (Announcements).

In the event the Offeror announces that the Offer is declared unconditional (gestand wordt gedaan), the Shareholders having tendered their Shares for acceptance prior to the end of the Acceptance Period will receive no later than on the third Business Day following the Unconditional Date (the “Settlement Date”), unforeseen circumstances excepted (e.g., in the event of force majeure impeding Settlement), 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. See Section 6.7 (Settlement).

At 14:00 hours, Dutch time, on 10 December 2010, an extraordinary general meeting of Shareholders will be held by Crucell at the Hilton Hotel, Apollolaan 138, 1077 BG Amsterdam, the Netherlands, at which meeting the Offer will be discussed. In addition, at [●] hours, Dutch time, on [●] [●] 2011, an extraordinary general meeting of Shareholders of Crucell, which is referred to as the Offer EGM, will be held by Crucell at [●], Amsterdam, the Netherlands, at which meeting the Offer, among other matters, will be discussed in accordance with the provisions of article 18, paragraph 1 of the Decree and the Governance Resolutions will be voted on by the Shareholders. See Section 8 (Extraordinary General Meetings of Crucell Shareholders).

This Offer Document has been prepared in accordance with article 5:76 of the Wft in conjunction with article 8, paragraph 1 of the Decree and has been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”). The position statement published by the Crucell Boards dated [●] [●] 2010 in accordance with article 18 of the Decree (the “Position Statement”) does not constitute or form a part of the Offer Document, as defined by the Decree, and as such is not subject to prior review and approval of the AFM. The Position Statement is, however, subject to review by the AFM after publication thereof and forms a part of the Schedule 14D-9 filed by Crucell with the United States Securities and Exchange Commission (the “SEC”) in connection with the Offer.

flosz 14 november 2010 14:37

The Offeror intends to conduct the Offer in compliance with the applicable regulatory requirements in the Netherlands and the United States, including the applicable requirements of the U.S. tender offer rules found in Regulation 14D and 14E under the Exchange Act. The Offeror is relying on the “Tier II” exemption under the Exchange Act in respect of the Offer. The “Tier II” exemption provides partial relief from the applicability of Exchange Act rules governing third-party tender offers involving the securities of a foreign private issuer if greater than 10% but no more than 40% of the subject class of securities are held by U.S. holders. In determining that the “Tier II” exemption applies to the Offer, the Offeror has determined the percentage of outstanding securities held by U.S. holders in accordance with Instruction 2 to Rules 14d-1(c) and (d) under the Exchange Act. Under the “Tier II” exemption, compliance with the requirements of the home jurisdiction law or practice (in this case, the Netherlands) will satisfy the requirements of certain of the rules applicable to third-party tender offers under the Exchange Act, including, but not limited to, rules relating to notice of extension, prompt payment, subsequent offering periods and withdrawal rights. Shareholders should be aware that this Offer Document has been prepared in accordance with Dutch format and style, which differs from customary U.S. format and style. In addition, the consolidated financial information of Crucell included or referred to herein has been prepared on the basis of International Financial Reporting Standards as adopted by the European Union and, accordingly, may not be comparable to financial statements prepared in accordance with U.S. generally accepted accounting principles.

QUESTIONS AND ANSWERS ABOUT THE OFFER AND GRANTING PROXIES

The Offeror, a wholly owned subsidiary of Cilag Holding, which is a wholly owned subsidiary of Johnson & Johnson, is offering to acquire all of the Shares on the terms and subject to the conditions and restrictions contained in this Offer Document, and is concurrently soliciting Proxies from each Shareholder as set out in Section 6.5 (Solicitation of Proxies). The following are answers to some of the questions that Shareholders may have about the Offer. We urge you to read carefully this summary term sheet as well as the remainder of this Offer Document and the other documents incorporated by reference herein or enclosed herewith because the summary contained herein may not contain all of the information that is important to you as a Shareholder. Additional important information is contained in the remainder of this Offer Document and the other documents incorporated by reference herein or enclosed herewith.

Questions and Answers about the Offer

Who is offering to buy my Shares?

JJC Acquisition Company B.V. is a Dutch corporation that was formed for the purpose of making the Offer. JJC Acquisition Company B.V. is a wholly owned subsidiary of Cilag Holding AG, a Swiss corporation, which is an indirect wholly owned subsidiary of Johnson & Johnson, a New Jersey corporation. See Section 10 (Information Regarding Johnson & Johnson, Cilag Holding and the Offeror).

What are the classes and amounts of Shares sought in the Offer?

The Offeror is seeking to purchase all of the issued and outstanding Ordinary Shares, nominal value EUR 0.24 per share, including all Ordinary Shares represented by American depositary shares (each ADS representing one Ordinary Share), of the Company. See Section 6.1 (Invitation to the Shareholders) and Section 6.2 (Offer Price).

How much are you offering to pay? What is the form of payment? Will I have to pay any fees or commissions?

The Offeror is offering to pay a cash amount of EUR 24.75 per Ordinary Share, net to the Shareholder in cash, without interest and less any applicable withholding taxes, for 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, upon completion of the Offer. Holders of ADSs will be paid the U.S. dollar equivalent of EUR 24.75, net to the Shareholder in cash, without interest and less any applicable withholding taxes, 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 to pay for ADSs validly tendered (or defectively tendered provided that such defect has been waived by the Offeror), and not validly withdrawn, upon completion of the Offer.

The Offeror will not charge any costs to Shareholders in connection with the acceptance of the Offer through Admitted Institutions. Shareholders may, however, be charged fees and commissions by their financial intermediary for tendering their Shares pursuant to the Offer. Shareholders should consult with their financial intermediary to determine whether any charges will apply. In addition, a sale of Shares pursuant to the Offer or any Post Closing Restructuring may be subject to Swiss federal securities transfer stamp tax of up to 0.30% if the sale is effected through a Swiss securities dealer. This Swiss federal securities transfer stamp tax will be borne by the Offeror.

Under no circumstances will interest be paid on the amounts to be received by Shareholders.

Shareholders who accept the Offer and tender their Shares will not have to pay any transaction fees or brokerage commissions if:

● the Shareholder instructs the Shareholder’s bank, broker or other financial intermediary that is an Admitted Institution to tender the Shareholder’s Ordinary Shares, subject to the policies of such bank, broker or other financial intermediary;

● the Shareholder’s Ordinary Shares are registered in the Shareholder’s name and the Shareholder tenders them to the Dutch Settlement Agent; or

● the Shareholder holds ADSs in registered form and tenders them directly to the U.S. Settlement Agent.

See Section 6.2 (Offer Price) and Section 6.3.7 (Commission).

If Crucell pays any dividend or other distribution in respect of the Ordinary Shares, including Ordinary Shares represented by ADSs, will the cash consideration be reduced?

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 and, consequently, the Offer Price will be decreased by the amount of such dividend or other distribution (before deduction of any applicable withholding taxes). See Section 6.2 (Offer Price).

flosz 14 november 2010 14:39

May I choose the currency in which I receive my cash consideration?

No. The cash consideration paid to tendering holders of Ordinary Shares will be in Euros.

The cash consideration paid to tendering holders of ADSs will be in U.S. dollars. The cash consideration payable in Euros to which such tendering holders of ADSs would otherwise be entitled pursuant to the terms of the Offer will be converted by the U.S. Settlement Agent into the U.S. dollar equivalent of EUR 24.75, net to the Shareholder in cash, without interest and less any applicable withholding taxes, 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 to pay for ADSs upon completion of the Offer.

Holders of ADSs should be aware that fluctuations in the Euro to U.S. dollar exchange rate will cause the value of the cash consideration to be paid to them in respect of their ADSs to change accordingly.

After delivery (levering) of the Shares, revocation, dissolution or annulment of a tender or transfer of Shares is not permitted.

See Section 6.2 (Offer Price).

Does the Offeror have the financial resources to make payment?

Johnson & Johnson, the parent company of the Offeror, or one of its Affiliates will provide the Offeror with sufficient funds from cash resources readily available within the Johnson & Johnson Group to purchase all Shares validly tendered pursuant to the Offer (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd), and not validly withdrawn, and to provide funding for any Post Closing Restructuring. The Offer is not subject to any financing conditions or contingencies. See Section 7.4 (Financing of the Offer).

Is the financial condition of the Offeror relevant to my decision to tender my Shares in the Offer?

No. We do not think the Offeror’s financial condition is relevant to your decision whether to tender Shares and accept the Offer because:

● the Offer is being made for all outstanding Shares solely for cash. The Offeror has ensured certainty of funds in respect of the aggregate cash consideration payable under the Offer. You will not receive securities issued by the Offeror in consideration for the Shares tendered and, accordingly, the financial condition of the Offeror following consummation of the Offer is not relevant to you;

● Johnson & Johnson, the parent company of the Offeror, will provide the Offeror with sufficient funds from cash resources readily available within the Johnson & Johnson Group to purchase all Shares validly tendered pursuant to the Offer (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd), and not validly withdrawn; and

● the Offer is not subject to any financing conditions or contingencies.

See Section 7.5 (Offer Conditions).

How long do I have to decide whether to tender my shares in the Offer?

The Acceptance Period begins on 09:00 hours Dutch time (3:00 a.m. New York time) on [●] [●] 2010 and ends, subject to extension, on [●] [●] 2011 at 17:30 hours Dutch time (11:30 a.m. New York time). Custodians, banks or brokers may set an earlier deadline for communication by Shareholders in order to permit such custodian, bank or broker to communicate acceptances to the Settlement Agents in a timely manner. Accordingly, Shareholders holding Shares through a financial intermediary should comply with the dates communicated by such financial intermediary as such dates may differ from the dates and times noted in this Offer Document. See Section 6.4 (The Acceptance Period and Extension of the Acceptance Period).

Can the Offer be extended and under what circumstances?

Yes. Under the terms of this Offer Document:

● If one or more of the Offer Conditions 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 Offer Conditions 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 of the Merger Agreement, the Offeror must extend the Acceptance Period if any of the Offer Conditions (other than the Offer Conditions described in Section 7.5(d) (adoption of Governance Resolutions at Offer EGM), (e) (absence of Protective Foundation’s right to exercise its call option or initiation of an inquiry proceeding), (h) (absence of AFM notification with respect to certain provisions of the Decree), (l) (no Alternative Proposal) or (m) (no termination of the Merger Agreement)) have not been satisfied or waived. The Acceptance Period may only be extended once unless the events referred to in article 15 paragraph 5 of the Decree occur or the AFM grants dispensation for further extensions, which will only be given in exceptional circumstances.

● U.S. tender offer regulations require that the Offeror extend the Acceptance Period if the Offeror intends to increase or decrease the consideration being offered within ten U.S. business days of the Acceptance Closing Date, so that the Offer will expire no less than ten U.S. business days after the publication of the change.

● However, pursuant to the terms of the Merger Agreement, in no event will the Offeror be required to extend the Offer beyond 6 July 2011.

During an extension of the Acceptance Period, any Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) and Proxies granted, in each case, which are not validly withdrawn, will remain subject to the Offer and subject to the right of each holder thereof to withdraw the Shares and Proxies that such holder has previously tendered.

If the Offeror extends the Offer past the initial Acceptance Closing Time, all references in this Offer Document to the “Acceptance Closing Time”, “Acceptance Closing Date” or “17:30 hours Dutch time (11:30 a.m. New York time), on [●] [●] 2011” shall, unless the context requires otherwise, be changed, as applicable, to the latest time and date to which the Offer has been so extended.

Shares tendered pursuant to the Offer may be withdrawn 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. This withdrawal right does not apply during the Subsequent Offering Period, if any. See Section 6.3.6 (Withdrawal Rights) and Section 6.4 (The Acceptance Period and Extension of the Acceptance Period).

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Will you provide a subsequent offering period?

If and when the Offer is declared unconditional (gestand wordt gedaan), the Offeror will announce, in accordance with article 17 of the Decree and in accordance with Rule 14d-11 under the Exchange Act, 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 Offeror will accept any Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) during any such Subsequent Offering Period and will pay for such Shares promptly and, in any event, within three Business Days of the Shares being tendered. 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. The consideration paid during any such Subsequent Offering Period will be the same consideration offered during the Acceptance Period. The duration of any Subsequent Offering Period will be a period specified by the Offeror of not less than three days and not more than two weeks after the Unconditional Date. See Section 6.8 (Subsequent Offering Period (Na-aanmeldingstermijn)).

How will I be notified if the Offer is extended?

Any announcements in relation to an extension of the Acceptance Period will be made on the Company’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. See Section 6.9 (Announcements).

What happens if the Offer is not completed?

If the Offer is not completed:

● if a Shareholder tendered Ordinary Shares through a bank, broker or other financial intermediary that is an Admitted Institution, such tendered Ordinary Shares will be released by the Admitted Institution and the Shareholder will continue to hold its Ordinary Shares;

● if a Shareholder tendered Ordinary Shares in registered form, such acceptance communicated to the Dutch Settlement Agent will be considered withdrawn;

● if a Shareholder tendered ADSs by delivering an ADS Letter of Transmittal together with ADRs evidencing such ADSs, such ADSs will be returned to such Shareholder promptly following the announcement that the Offer has not been declared unconditional (gestand wordt gedaan);

● if a Shareholder tendered ADSs by book-entry transfer, such ADSs will be credited to an account maintained at the original book-entry transfer facility to which the ADSs were tendered; and

● if a Shareholder granted a Proxy, such Proxy will be deemed withdrawn and terminated.

Under no circumstances will the Offeror or Johnson & Johnson pay, or otherwise agree to be responsible for the payment of, interest or other fees, expenses or other costs of holders of Ordinary Shares or ADSs, in the foregoing or any other circumstances.

What are the most significant conditions to the Offer?

The Offer is conditioned upon fulfilment or waiver of certain Offer Conditions, including:

● 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 (i) the Favourable IRS Ruling is obtained by Johnson & Johnson and (ii) 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 favour of the Asset Sale that may be pursued as a Post Closing Restructuring following the consummation of the Offer; and

● obtainment of all approvals and clearances (including the expiration or termination of all waiting periods) under any anti-trust law applicable to the Offer, including approval from the European Commission.

The Offeror and, if applicable, the Company reserve the right to waive certain Offer Conditions to the extent permitted by law and the terms and conditions of the Merger Agreement. The Offer Conditions are described in Section 7.5 (Offer Conditions).

What will happen if the Offer Conditions are not satisfied?

Neither the Offeror nor the Company have any obligation to waive any of the Offer Conditions and, as a result, if any of the Offer Conditions are not satisfied as of the Acceptance Closing Time (including after an extension of the Acceptance Period, if any), the Offer may not be consummated. Failure to consummate the Offer could have the following effects:

● the market value of the Shares could be adversely affected;

● Crucell will have incurred significant transaction and opportunity costs attempting to consummate the Offer;

● Crucell’s business may be subject to significant disruption;

● the market’s perceptions of Crucell’s prospects could be adversely affected; and

● the members of the Crucell Boards and Crucell’s employees will have expended considerable time and effort to consummate the Offer.

I hold Ordinary Shares through an Admitted Institution. How do I accept the Offer?

Holders of Ordinary Shares that are held, directly or indirectly, through an Admitted Institution are requested to make their acceptance of the Offer known to the Dutch Settlement Agent via their bank or broker or other financial intermediary no later than 17:30 hours Dutch time (11:30 a.m. New York time), on [●] [●] 2011, unless the Acceptance Period is extended in accordance with Section 6.4 (The Acceptance Period and Extension of the Acceptance Period). 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. Accordingly, holders of Ordinary Shares that are held through an Admitted Institution should contact their bank or broker or other financial intermediary to obtain information about the deadline by which such Shareholders must accept the Offer and comply with the dates communicated by such bank or broker or other financial intermediary as such dates may differ from the dates and times noted in this Offer Document. See Section 6.3 (Acceptance of the Offer by Shareholders and Tender Procedures).

I hold Ordinary Shares in registered form. How do I accept the Offer?

Shareholders owning Ordinary Shares individually recorded in the Crucell shareholders register wishing to accept the Offer in respect of such Shares must deliver a completed and signed Tender and Proxy Form to the Dutch Settlement Agent prior to the Acceptance Closing Time. The Tender and Proxy Form is available upon request from Crucell or the Dutch Settlement Agent (ING Bank N.V.; Bijlmerdreef 888, 1102 MG Amsterdam (Attention: Sjoukje Hollander/Remko Los); telephone: + 31 20 563 6546 / + 31 20 563 6619; email: iss.pas@ing.nl). See Section 6.3 (Acceptance of the Offer by Shareholders and Tender Procedures).

flosz 14 november 2010 14:42

I hold American depositary receipts, or ADRs, representing ADSs. How do I accept the Offer?

Shareholders holding ADSs in registered form, either in the ADR form or in uncertificated form through the Direct Registration System, may accept the Offer and tender ADSs to the U.S. Settlement Agent by delivering to the 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 this Offer Document. See Section 6.3 (Acceptance of the Offer by Shareholders and Tender Procedures).

I hold ADSs through a financial intermediary in book-entry form. How do I accept the Offer?

A Shareholder holding ADSs in book-entry form, all of which are held through the facilities of 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 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 this Offer Document. See Section 6.3 (Acceptance of the Offer by Shareholders and Tender Procedures).

Until what time may I withdraw previously tendered Shares?

A Shareholder may withdraw previously tendered Shares until 17:30 hours Dutch time (11:30 a.m. New York time), on [●] [●] 2011. If Shares tendered pursuant to the Offer are withdrawn, the Proxy granted by the applicable Shareholder will also be withdrawn. This right to withdraw will not apply to Shares tendered in the Subsequent Offering Period, if any. See Section 6.3.6 (Withdrawal Rights).

How do I withdraw previously tendered Shares?

Shares tendered pursuant to the Offer may be withdrawn 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. Following the Acceptance Closing Time, Shareholders that have tendered Shares pursuant to the Offer will not be able to withdraw any such tendered Shares.

● If a Shareholder tendered Ordinary Shares held through an Admitted Institution and has made its acceptance of the Offer known through its bank, broker or other financial intermediary to the Dutch Settlement Agent, such Shareholder may withdraw its tendered Ordinary Shares by making a withdrawal request through such bank, broker or other financial intermediary to the Dutch Settlement Agent prior to the Acceptance Closing Time.

If a Shareholder tendered Ordinary Shares held in registered form registered in such Shareholder’s name by sending a Tender and Proxy Form to the Dutch Settlement Agent, such Shareholder may withdraw its tendered Ordinary Shares by delivering to the Dutch Settlement Agent a properly completed and duly executed notice of withdrawal prior to the Acceptance Closing Time.

● If a Shareholder tendered ADSs to the U.S. Settlement Agent by delivering an ADS Letter of Transmittal together with the ADRs evidencing such ADSs, such Shareholder may withdraw such tendered ADSs by delivering to the U.S. Settlement Agent a properly completed and duly executed notice of withdrawal, guaranteed by an Eligible Institution, if required, prior to the Acceptance Closing Time.

● If a Shareholder tendered ADSs by means of the book-entry transfer procedures of DTC, such Shareholder may withdraw such tendered ADSs by instructing its financial intermediary through which it holds its tendered ADSs to cause the DTC participant through which such ADSs were tendered to deliver a notice of withdrawal to the U.S. Settlement Agent through the book-entry transfer facilities of DTC prior to the Acceptance Closing Time.

Financial intermediaries may set an earlier deadline for communication by Shareholders in order to permit the financial intermediary to communicate withdrawals to the Settlement Agents in a timely manner. Accordingly, if a Shareholder holding Shares through a financial intermediary wishes to withdraw Shares tendered pursuant to the Offer, such Shareholder should contact the applicable financial intermediary to obtain information about the deadline by which such Shareholders must withdraw such Shares and comply with the dates communicated by such financial intermediary as such dates may differ from the dates and times noted in this Offer Document. See Section 6.3.6 (Withdrawal Rights).

Am I being asked to approve anything in connection with or take any action other than tendering my Shares in respect of the Offer?

In connection with the Offer, (i) Shareholders are being asked to adopt a resolution to amend, at the Offer EGM, the Articles of Association to implement certain changes to the corporate governance structure of the Company and (ii) the Offeror is soliciting from the Shareholders irrevocable Proxies granting the Offeror (or its designee) the right to vote such Shareholders’ Shares to resolve to approve, at the Post Offer EGM, a resolution to approve the resolution of the Crucell Management Board approved by the Crucell Supervisory Board to transfer the business of Crucell to the Offeror or to an Affiliate of the Offeror and to enter into the Business Purchase Agreement. See Section 6.5 (Solicitation of Proxies) and Section 7.16 (Amendment of the Articles of Association).

How do I vote my Shares at the Offer EGM?

The Offer EGM will be held on [●] [●] 2011, at [●] hours Dutch time, at [●], six Business Days prior to the Acceptance Closing Date. Crucell will issue a convening notice for the Offer EGM establishing the record date for Shareholders entitled to vote at the Offer EGM. Shareholders that hold Shares as of such record date and wishing to vote their Shares at the Offer EGM must attend the Offer EGM—in person or by proxy—to vote their Shares at that meeting. See Section 7.16 (Amendment of the Articles of Association).

flosz 14 november 2010 14:43

WHAT DO THE CRUCELL BOARDS THINK OF THE OFFER?

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. The Crucell Boards unanimously recommend that Shareholders (i) accept the Offer; (ii) tender their Shares pursuant to the Offer; (iii) deliver to the Offeror Proxies pursuant to the Offer; and (iv) adopt the Governance Resolutions that will be proposed at the Offer EGM.

A description of the reasons for the Crucell Boards’ approval of the matters described above is set forth in the Company’s Position Statement and the Schedule 14D-9 filed with the SEC by Crucell in connection with the Offer (of which the Position Statement forms a part).

See Section 7.8 (Recommendation by Crucell Boards).

If the Offer is completed, will the Company continue as a public company?

No. 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 ADSs and the Ordinary Shares on Euronext Amsterdam, the Swiss Exchange and NASDAQ as soon as reasonably practicable under applicable rules and regulations. The listing of the Ordinary Shares and the ADSs on Euronext Amsterdam, the Swiss Exchange and NASDAQ, respectively, may also be terminated in connection with the Post Closing Restructuring. See Section 7.14 (Liquidity and Delisting of Shares; Deregistration; and Appraisal Rights).

If I decide not to tender, what will happen to my Shares?

If a Shareholder decides not to tender its, his or her Shares pursuant to the Offer, such Shareholder will continue to own its, his or her Shares in their current form. 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 immediately below, 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 Swiss Exchange and NASDAQ as soon as reasonably practicable under applicable rules and regulations.

If the Offer is declared unconditional (gestand wordt gedaan) and at least 95% of Crucell’s Shares have been validly tendered, and not validly withdrawn, then the Offeror will acquire the remaining Shares not tendered by means of buy-out proceedings (uitkoopprocedure) 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. If the Offer is declared unconditional and at least 80%, but less than 95%, of Crucell’s Shares have been validly tendered, and not validly withdrawn, and both (i) the Favourable IRS Ruling has been obtained and (ii) Proxies representing at least 80% of Crucell’s Shares have been delivered, then the Offeror intends to pursue a 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 Buy-Out, a Legal Merger, a demerger (juridische splitsing), the Asset Sale or a cross-border statutory triangular merger (grensoverschrijdende juridische driehoeksfusie), all as further described in Section 7.15 (Post Closing Restructuring and Future Legal Structure).

flosz 14 november 2010 14:44

etc.etc.etc.
......
............

Dutch Settlement Agent
ING Bank N.V.
Address: Bijlmerdreef 888, 1102MG 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: (781) 575-2332
Fax: (617) 360-6810

Proxy Solicitor and Information Agent
Georgeson, Inc.

For the United States
Address: 199 Water Street, 26th Floor, New York, NY 10038
Telephone: (212) 440-9800
E-mail: crucell@georgeson.com

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

ING Bank N.V. is acting as Dutch Settlement Agent and as financial adviser exclusively to the Offeror and to no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this Offer Document) as a client in relation to the Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to the clients of ING Bank N.V. or for providing advice in relation to the Offer. ING Bank N.V. will receive reasonable and customary compensation for its services in connection with the Offer, will be reimbursed for reasonable costs and expenses incurred in connection with its engagement and will be indemnified against certain liabilities and expenses in connection therewith.

Computershare Trust Company, N.A. is acting as U.S. Settlement Agent exclusively to the Offeror and to no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this Offer Document) as a client in relation to the Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to the clients of Computershare Trust Company, N.A. or for providing advice in relation to the Offer. Computershare Trust Company, N.A. will receive reasonable and customary compensation for its services in connection with the Offer, will be reimbursed for reasonable costs and expenses incurred in connection with its engagement and will be indemnified against certain liabilities and expenses in connection therewith.

Georgeson, Inc. is acting as Proxy Solicitor and Information Agent exclusively to the Offeror and to no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this Offer Document) as a client in relation to the Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to the clients of Georgeson, Inc. or for providing advice in relation to the Offer. Georgeson, Inc. will receive reasonable and customary compensation for its services in connection with the Offer, will be reimbursed for reasonable costs and expenses incurred in connection with its engagement and will be indemnified against certain liabilities and expenses in connection therewith.

Barclays Capital Inc., together with its affiliates (“Barclays Capital”), is acting as financial adviser exclusively to Crucell and to no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this Offer Document) as a client in relation to the Offer and will not be responsible to anyone other than Crucell for providing the protections afforded to the clients of Barclays Capital or for providing advice in relation to the Offer.

Lazard B.V. is acting as financial adviser exclusively to the Crucell Supervisory Board and to no one else in connection with the Offer and will not regard any other person (whether or not a recipient of this Offer Document) as a client in relation to the Offer and will not be responsible to anyone other than Crucell Supervisory Board for providing the protections afforded to the clients of Lazard B.V. or for providing advice in relation to the Offer.

www.sec.gov/Archives/edgar/data/20040...

[verwijderd] 14 november 2010 14:59

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Flosz: prima info! Thanx + AB! Tevens oproep dit bericht te overladen met AB-tjes om het tot de ander IEX-lezers door te laten dringen.

Tip voor de lezers: blader even naar hoofdstuk 14 voor de Nederlandse versie.

Het wordt dus definitief 24,75 (tot de latere bodverhoging ;-) !!). Dat moet de koers morgen toch minimaal een halve euro hoger gaan zetten.

Ze wringen zich in alle bochten om "aan te tonen" (haha) dat het bod toch echt heel redelijk is: kortom ze geloven er zelf ook niet zo erg in dat ze met weinig houtsnijdende argumenten kunnen overtuigen.

De belangrijkste tegenargumenten worden niet ontkracht:
1. dat de koers vanaf de aankondiging van de eerste deal in 2009 systematisch eerst omlaag is gemanipuleerd en daar vervolgens in een ijzeren houdgreep is gehouden;
2. dat het bod van 24,75 zeer mager afsteekt bij de gerechtvaardigde verwachtingswaarde die de bestaande aandeelhouders ook in het stand-alone scenario mogen hebben.

Heren: het moet 30 Euro zijn en geen cent minder! Dat u het maar weet!

[verwijderd] 14 november 2010 15:09

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Oeps. Puntje 3 nog vergeten:
3. dat het bod een belachelijk LAGE premie biedt t.o.v. de eerder door J&J zelf betaalde koers, terwijl sindsdien significante verbeteringen zijn opgetreden in de vooruitzichten voor Crucell.

[verwijderd] 14 november 2010 21:49

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quote:
xynix schreef:
.................

Het wordt dus definitief 24,75 (tot de latere bodverhoging ;-) !!). Dat moet de koers morgen toch minimaal een halve euro hoger gaan zetten.

................

Definitief of wishful thinking? Immers, " THE INFORMATION CONTAINED HEREIN IS PRELIMINARY AND IS SUBJECT TO CHANGE AND COMPLETION. THE OFFER DESCRIBED HEREIN HAS NOT YET COMMENCED, AND THIS COMMUNICATION IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OR RECOMMENDATION OF AN OFFER TO SELL CRUCELL N.V.’S ORDINARY SHARES (INCLUDING ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES), 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 SUCH JURISDICTION.".

[verwijderd] 14 november 2010 22:17

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quote:
klaar schreef:
[quote=xynix]

.................

Het wordt dus definitief 24,75 (tot de latere bodverhoging ;-) !!). Dat moet de koers morgen toch minimaal een halve euro hoger gaan zetten.

................

[/quote]

Definitief of wishful thinking? Immers, " THE INFORMATION CONTAINED HEREIN IS PRELIMINARY AND IS SUBJECT TO CHANGE AND COMPLETION. THE OFFER DESCRIBED HEREIN HAS NOT YET COMMENCED, AND THIS COMMUNICATION IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OR RECOMMENDATION OF AN OFFER TO SELL CRUCELL N.V.’S ORDINARY SHARES (INCLUDING ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES), 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 SUCH JURISDICTION.".

Niet echt logisch om iets te filen bij de SEC (nadat het spel van de afgelopen 2 weken bekend is) dat qua biedkoers afwijkt van wat het echt gaat worden. Dus wellicht nog niet 100,000000% zeker, maar absoluut niet te kwalificeren als "wishful thinking".

maxen 14 november 2010 22:17

quote:
klaar schreef:
[...]

Definitief of wishful thinking? Immers,....

Deze dan:

JnJ heeft definitief de intentie tot het bid straks van 24.75

flosz 15 november 2010 18:09

OPINION OF BARCLAYS CAPITAL

PART 1

BARCLAYS CAPITAL OPINION DATED OCTOBER 5, 2010

October 5, 2010

Supervisory Board of Directors (the “Supervisory Board”)
Crucell NV
Archimedesweg 4-6
Leiden 2301 CA Netherlands

Management Board of Directors (the “Management Board”, together with the Supervisory Board, the “Boards”)
Crucell NV
Archimedesweg 4-6
Leiden 2301 CA Netherlands

Members of Boards:

We understand that Crucell NV (the “Company”) and Cilag Holding AG (the “Offeror”), an indirect wholly owned subsidiary of Johnson & Johnson (“J&J”), have reached agreement on the terms of a public offer to be made by the Offeror for all the issued and to be issued ordinary shares of the Company not already owned by J&J and its affiliates (the “Company Ordinary Shares”), including all Company Ordinary Shares represented by the American Depositary Shares of the Company (the “Company ADSs” together with Company Ordinary Shares, the “Company Shares”) (such offer being the “Offer”). We understand that the J&J and its affiliates already own 17.9% of the issued share capital of the Company. Pursuant to the terms of the Offer, the Offeror will offer an amount in cash equal to €24.75 per Company Share (the “Offer Consideration”). We understand that holders of the Company ADSs will be paid, in respect of each Company ADS, the U.S. equivalent of €24.75, 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 paying agent to pay for Company ADSs upon completion of the Offer. The terms and conditions of the Offer are set forth in more detail in the Merger Agreement between the Company and the Offeror (the “Merger Agreement”). The Merger Agreement provides that following the closing of the Offer, as one of various possible post-Offer restructurings, the business of the Company may be sold to the Offeror or an affiliate of the Offeror (the "Asset Sale"; the Asset Sale together with the Offer, the “Proposed Transaction”) pursuant to a business purchase agreement substantially in the form attached to the Merger Agreement as Schedule G (the "Business Purchase Agreement", and together with the Merger Agreement, the "Agreements"). Pursuant to the terms of the Business Purchase Agreement, the Offeror will pay to the Company an aggregate amount equal to the product of (x) the Offer Consideration and (y) the total number of Company Shares issued and outstanding immediately prior to completion of such asset sale (the “Purchase Price"). The terms and conditions of the Proposed Transaction are set forth in more detail in the Agreements. The summary of the Proposed Transaction set forth above is qualified in its entirety by the terms of the Agreements.

We have been requested by the Boards to render our opinion with respect to (i) the fairness of the Offer Consideration, from a financial point of view, to the holders of the Company Shares (other than J&J and its affiliates) (the “Shareholders”) and (ii) the fairness of the Purchase Price, from a financial point of view, to the Company. We have not been requested to opine as to, and our opinion does not in any manner address, (i) the Company’s underlying business decision to recommend or proceed with the Proposed Transaction; (ii) the likelihood of the consummation of the Proposed Transaction; or (iii) the method or form of payment of any of the Offer Consideration or the Purchase Price. In addition, we express no opinion on, and our opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the Proposed Transaction, or any class of such persons, relative to the Offer Consideration to be offered to the Shareholders in the Proposed Transaction or to the Purchase Price payable in the Asset Sale.

In arriving at our opinion, we reviewed and analyzed: (1) a draft of the Merger Agreement dated as of October 5, 2010 including the draft of the form of Business Purchase Agreement attached thereto as Schedule G, and the specific terms of the Proposed Transaction; (2) publicly available information concerning the Company that we believe to be relevant to our analysis, including its Annual Report on Form 20-F for the fiscal year ended December 31, 2009 and quarterly reports for the fiscal quarters ended March 31, 2010 and June 30, 2010; (3) financial and operating information with respect to the business, operations and prospects of the Company furnished to us by the Company, including financial projections of the Company prepared by management of the Company; (4) a trading history of the Company Shares from September 16, 2008 to September 16, 2010 and a comparison of that trading history with those of other companies that we deemed relevant; (5) published estimates of independent research analysts with respect to the future financial performance and price targets of the Company; (6) a comparison of the historical financial results and present financial condition of the Company with those of other companies that we deemed relevant; (7) a comparison of the financial terms of the Proposed Transaction with the financial terms of certain other recent transactions that we deemed relevant, and (8) the Company’s existing collaboration agreement with J&J. In addition, we have had discussions with the management of the Company concerning its business, operations, assets, financial condition and prospects and have undertaken such other studies, analyses and investigations as we deemed appropriate.

flosz 15 november 2010 18:10

In arriving at our opinion, we have assumed and relied upon the accuracy and completeness of the financial and other information used by us without any independent verification of such information and have further relied upon the assurances of the management of the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial forecasts and projections of the Company, upon the advice of the Company, we have assumed that they have been reasonably prepared on a basis reflecting the best currently available information, estimates and judgments of the management of the Company as to the future financial performance of the Company. In addition, for purposes of our analysis, we also have considered certain probability adjustments with respect to the product development pipeline which resulted in certain adjustments to the projections of the Company. We have discussed these adjusted projections with the management of the Company and they have agreed with the appropriateness of the use of such adjusted projections in performing our analysis and we have relied upon such projections in arriving at our opinion. We assume no liability or responsibility for and express no opinion with respect to any financial forecasts or projections or the assumptions on which they are based. In arriving at our opinion, we have not conducted a physical inspection of the properties and facilities of the Company and have not made or obtained any evaluations or appraisals of the assets or liabilities (including any derivative or off balance sheet assets and liabilities) of the Company, nor have we evaluated the solvency or fair value of the Company under any laws relating to bankruptcy, insolvency or similar matters. In addition, you have not authorized us to solicit, and we have not solicited, any indications of interest from any third party with respect to the purchase of all or a part of the Company’s business. Our opinion necessarily is based upon financial, market, economic and other conditions as they exist on, and can be evaluated as of, the date of this letter. We assume no responsibility for updating or revising our opinion based on events or circumstances that may occur after the date of this letter.

We have assumed that the executed Agreements will conform in all material respects to the last draft reviewed by us. In addition, we have assumed the accuracy of the representations and warranties contained in the Agreement and all agreements related thereto. We have also assumed, upon the advice of the Company, that all material governmental, regulatory and third party approvals, consents and releases for the Proposed Transaction will be obtained within the constraints contemplated by the Agreements and that the Proposed Transaction will be consummated in accordance with the terms of the Agreements without waiver, modification or amendment of any material term, condition or agreement thereof. We do not express any opinion as to any tax or other consequences that might result from the Proposed Transaction, nor does our opinion address any legal, tax, regulatory or accounting matters, as to which we understand that the Company has obtained such advice as it deemed necessary from qualified professionals.

Based upon and subject to the foregoing, we are of the opinion as of the date hereof that the Offer Consideration is fair, from a financial point of view, to the Shareholders and that the Purchase Price payable under the Business Purchase Agreement is fair, from a financial point of view, to the Company.

Barclays Capital is the investment banking division of Barclays Bank PLC. Barclays Capital has acted as financial advisor to the Company in connection with the Proposed Transaction and will receive a fee for our services, a portion of which is payable upon rendering this opinion and a substantial portion of which is contingent upon the consummation of the Proposed Transaction. In addition, the Company has agreed to reimburse Barclays Capital’s expenses and indemnify Barclays Capital for certain liabilities that may arise out of its engagement. Barclays Capital has performed various investment banking and financial services for the Company and J&J in the past, and expects to perform such services in the future, and have received, and expects to receive, customary fees for such services. Specifically, in the past two years, Barclays Capital advised the Company on its strategic collaboration with J&J in September 2009 and conducted non-deal roadshows with Company management.

Barclays Bank PLC and its affiliates (the “Barclays Group”) engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, the Barclays Group may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of the Company and J&J and their affiliates for its own account and for the accounts of our customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments. Furthermore, members of the Barclays Group may have maintained, any may continue to maintain, banking and other commercial relationships with the Company and J&J from time to time.

This opinion, the issuance of which has been approved by our Global Fairness Opinion Committee, is for the use and benefit of the Boards and is rendered to the Boards in connection with its consideration of the Proposed Transaction. This opinion is not intended to be and does not constitute a recommendation to any Shareholder as to whether to accept the Offer Consideration or to the Company as to whether to accept the Purchase Price. Except as required by law, this opinion must not be disclosed or referred to publicly, or be communicated to, or be relied upon by, any other person or used for any other purpose except with our prior written consent or as agreed in the engagement letter with you with respect to the Proposed Transaction.

Very truly yours,
Barclays Capital, the investment banking division of Barclays Bank PLC

PART 2

SUMMARY DESCRIPTION OF BARCLAYS CAPITAL OPINION
Vanaf pagina 47
www.sec.gov/Archives/edgar/data/11261...

flosz 15 november 2010 18:11

OPINIONS OF LAZARD B.V.

PART 1

LAZARD B.V. OPINION DATED OCTOBER 5, 2010

LAZARD B.V.
Rembrandt Tower 28th Floor Amstelplein 1 1096HA Amsterdam

Share Capital: € 25,000
KvK no: 33241304
VAT no: NL0013.93.005.B01

Crucell N.V.
Archimedesweg 4-6
2301 CA Leiden
The Netherlands
Attn: The Supervisory Board SWITCHBOARD
FAX +31 (0)20 5611160
+31 (0)20 5611150

5 October 2010

Dear Members of the Supervisory Board:

We understand that Crucell N.V. (the "Company") and Cilag Holding AG (the "Bidder"), an indirect wholly owned subsidiary of Johnson & Johnson, intend to sign a merger agreement today, a draft of which was provided to us on the date hereof, (the "Merger Agreement") setting forth the terms and conditions pursuant to which the Bidder expects to launch a public offer (the "Offer" or the "Transaction") for all of the outstanding ordinary shares of the Company other than the shares currently held, directly or indirectly, by Johnson & Johnson and its affiliates, including the Bidder (the "Excluded Shareholders"). Pursuant to the Merger Agreement, the Bidder intends to make a public offer to acquire all of the ordinary shares of the Company, including all ordinary shares of the Company represented by American Depositary Shares, in exchange for an amount in cash equal to Euro 24.75 per ordinary share of the Company (the "Consideration"). We further understand that as of the date hereof, Johnson & Johnson, directly or indirectly, holds approximately 17.9% of the ordinary shares of the Company.

While certain provisions of the Transaction are summarized herein, the terms and conditions of the Transaction are more fully set forth in the Merger Agreement.

You have requested the opinion of Lazard B.V. ("Lazard") as to the fairness, from a financial point of view, to the shareholders of the Company other than the Excluded Shareholders of the Consideration to be paid in the Transaction.

In connection with this opinion, we have:

(i) Reviewed the financial terms and conditions of the Offer as set forth in the Merger Agreement;

(ii) Analyzed certain historical business and financial information relating to the Company, including the annual reports of the Company for the three years ended December 31, 2007, 2008 and 2009, and the quarterly reports for the quarters ended 31 March 2010 and 30 June 2010;

(iii) Reviewed various financial forecasts and other data provided to us by the Company relating to its business;

(iv) Held discussions with members of the senior management of the Company with respect to the business and prospects of the Company;

(v) Reviewed public information with respect to the Company, including research analyst reports relating to the future financial performance of the Company;

(vi) Reviewed the prospectus published on 28 October 2009 in connection with the issuance of new shares by the Company;

(vii) Reviewed public information with respect to certain other companies in lines of business we believe to be generally comparable to the business of the Company;

(viii) Reviewed the financial terms of certain transactions involving companies in lines of businesses we believe to be generally comparable to those of the Company;

(ix) Reviewed the historical stock prices and trading volumes of the Company's stock; and

(x) Conducted such other financial studies, analyses and investigations as we deemed appropriate.

In preparing this opinion we have assumed and relied upon, without independent verification, the accuracy and completeness of all of the foregoing information, including, without limitation, all the financial and other information and reports provided, and all representations made, to us by the Company. We have not undertaken any independent investigation or appraisal of such information, reports or representations. We have not provided, obtained or reviewed on your behalf any specialist advice, including but not limited to, legal, accounting, actuarial, environmental, information technology or tax advice, and accordingly our opinion does not take into account the possible implications of any such specialist advice.

We have assumed that the valuation of assets (including all plant and equipment) and liabilities and the profit and cash flow forecasts, including future capital expenditure projections made by the management of the Company are fair and reasonable. We have not independently valued the principal assets or liabilities of the Company or conducted any valuation concerning the solvency or fair value of the Company. With respect to the financial forecasts and projections provided to us, we have assumed, with the Company's consent, that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of the management of the Company as to the expected future results of operations and financial condition of the Company to which such forecasts and projections relate. We assume no responsibility for and express no view as to such forecasts or projections or the assumptions on which they are based.

In preparing our opinion, we have assumed that the Transaction will be consummated on the terms and subject to the conditions described in the Merger Agreement without any modification of any of its material terms or conditions. We have also assumed that all material governmental, regulatory or other approvals and consents required in connection with the consummation of the Offer will be obtained without any reduction in the benefits of the Offer.

Further, our opinion is necessarily based on the economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion. In addition, changes in the healthcare sector and the laws and regulations applicable to such sector could affect the financial forecasts of the Company. We do not express any opinion as to the price at which ordinary shares of the Company may trade at any time.

We are acting as financial advisor to the Company in connection with the Transaction and will receive a fee for our services which is contingent on the Offer being declared unconditional. In addition, certain companies belonging to the Lazard Group may trade shares and other securities of the Company and Johnson & Johnson for their own account and for the accounts of their customers, and accordingly, may at any time hold a long or short position in such securities.

flosz 15 november 2010 18:13

This opinion is being provided solely for the benefit of the Supervisory Board of the Company in connection with, and for the purposes of, its consideration, in its sole independence of judgment, of the Offer. This opinion addresses only the fairness, from a financial point of view, of the consideration to be paid as set forth in the Offer, and does not address any other aspect or implication of the Transaction, including any legal, tax, regulatory or accounting matters. This opinion does not address the relative merits of the Transaction as compared to alternative transactions or strategies that might be available to the Company. This opinion does not constitute a recommendation to any person as to whether such person should tender shares pursuant to the Offer or as to how any shareholder of the Company should vote or act with respect to the Transaction or any other matter relating thereto.

This opinion is confidential and may not be used or relied upon, or disclosed, referred to or communicated by you (in whole or in part) to any third party for any purpose whatsoever without our prior written authorization or as agreed pursuant to the engagement letter entered into between the Company and Lazard and dated as of 28 September 2010.

This opinion is issued in the English language and reliance may only be placed on this opinion as issued in the English language. If any translations of this opinion may be delivered they are provided only for the ease of reference, have no legal effect and we make no representation as to (and accept no liability in respect of) the accuracy of any such translation.

This letter shall be governed by and construed in accordance with Dutch law, and any claims or disputes arising out of, or in connection with, this letter shall be subject to the exclusive jurisdiction of the Dutch courts.

Based on and subject to the foregoing, we are of the opinion, as of the date hereof, that the Consideration is fair, from a financial point of view, to the shareholders of the Company other than the Excluded Shareholders.

Very truly yours,

LAZARD B.V.

PART 2 en 3

LAZARD B.V. OPINION DATED NOVEMBER 12, 2010

Vanaf pagina 57
www.sec.gov/Archives/edgar/data/11261...

[verwijderd] 15 november 2010 18:33

[verwijderd]

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Flosz,ook van mij een AB, dank je.

flosz 19 november 2010 18:22

Ik “plak ’m” even hier yinx.

yinx - 19 nov 10, 18:00

NRC Handelsblad 18-11-2010, pagina 15
Toezicht in VS zet bieding op Crucell al online
Door onze redacteur
MENNO TAMMINGA
Rotterdam, 18 nov.
Het Amerikaanse farmaciebedrijf Johnson & Johnson heeft in de VS gedetailleerde informatie gepubliceerd die in Nederland niet beschikbaar is. Het betreft een overzicht van de onderhandelingen over het bod op de Nederlandse vaccinproducent Crucell. Uit de gegevens blijkt onder meer dat de directie van Crucell de overnameprijs opdreef.

Johnson & Johnson heeft dit zogenoemde voorlopige biedingsbericht gepubliceerd bij de Amerikaanse beurscommissie, de Securities & Exchange Commission (SEC). De SEC heeft het document conform de Amerikaanse beurstoezichtsregels op haar website gezet.

In Nederland moet toezichthouder AFM eerst toestemming geven alvorens informatie openbaar wordt, zegt een AFM-woordvoerder. „Maar in het biedingsbericht mag in principe geen koersgevoelige informatie staan.”

Het is niet de eerste keer dat beleggers in Nederland op achterstand staan bij een grensoverschrijdende overname. Tijdens de overnamestrijd om ABN Amro in 2007 kwam de meest gedetailleerde informatie maandenlang uit documenten die ABN Amro én de bieders bij de SEC publiceerden.

Uit het Johnson & Johnson-biedingsbericht blijkt dat een overname van Crucell op 18 mei 2010 voor het eerst ter sprake kwam in overleg tussen directievoorzitter Ronald Brus van Crucell en Sheri McCoy van de farmaciegroep van Johnson & Johnson. Crucell vroeg en kreeg na twee maanden een concrete indicatie van een biedingsprijs van 24 euro per aandeel. De onderhandelingen werden op 16 september afgemaakt op 24,75 euro per aandeel, een premie bovenop de toenmalige beurskoers van 58 procent. Johnson & Johnson bezit al 18 procent van de Crucell-aandelen en betaalt nu 1,75 miljard euro voor de rest.
imode.iex.nl/forum/topic.asp?forum=22...

flosz 1 december 2010 15:35

On November 30, 2010, the Offeror and Crucell entered into a supplementary addendum to the Merger Agreement (the
“Supplementary Addendum”). Pursuant to the Supplementary Addendum, the Offeror and Crucell agreed to confirm on November
30, 2010 that:
● Crucell is in the process of implementing remedial action to rectify the root cause in order to prevent the
contamination that occurred at Crucell’s Shingal facility in Korea on or about August 7, 2010 and September 27,
2010 (the “Korea Contamination”) from continuing to occur and to test the efficacy of such remedial action;

● Crucell has determined that the immediate operational and financial impact of the Korea Contamination to Crucell is
a one-time €22.8 million inventory provision for Quinvaxem® stock, as provided in Crucell’s financial results for
the third fiscal quarter of 2010, which impact the Offeror and Crucell acknowledged would not alone constitute a
Material Adverse Effect;

● Crucell has acknowledged that the other impacts and consequences, financial and otherwise, of the Korea
Contamination on Crucell’s business and operations (including, without limitation, the impact on Crucell’s
production and manufacturing activities and the effect on Crucell’s relationships with customers, regulators and
other parties with which it has business or other relationships) will not be known, and the investigation into the root
cause (including the implementation of the remedial action and the test of the efficacy thereof) will not have been
completed, at the time of the commencement of the Offer;

● The Offeror and Crucell acknowledge that it was the intent of the parties at the time of execution of the Merger
Agreement that a Material Adverse Effect as meant in the Offer Condition set forth in subclause (b) of Clause 5.3 of
the Merger Agreement may find its origin in effect(s), event(s), circumstances(s) or development(s) that occurred
prior to the date of the commencement of the Offer and the word “development” was included in the definition of
Material Adverse Effect to reflect that effect(s), event(s), circumstances(s) or development(s) that occur after the
date of the commencement of the Offer, even if they are or may be related to or have resulted from effect(s),
event(s), circumstances(s) or development(s) that occurred or were in existence prior to the date of the
commencement of the Offer, may be taken into account (alone or in combination with any other effect, event,
circumstance or development, whenever occurring) in determining whether there has been a Material Adverse
Effect;

● As a result of such definition of Material Adverse Effect and the intended interpretation thereof, effect(s), event(s),
circumstance(s) or development(s) occurring after the date of the commencement of the Offer (including, without
limitation and for purposes of illustration, the failure or delay by Crucell to resume production and manufacturing
activities, the failure of or delay in receiving any sterility test or media fill, a disruption or termination of a
relationship with a customer or regulator and/or further inventory provision) relating to or resulting from the Korea
Contamination may be taken into account (alone or in combination with any other effect, event, circumstance or
development, whenever occurring, including those with respect to the Korea Contamination that relate to the period
prior to date of the commencement of the Offer) in determining whether there has been a Material Adverse Effect as
of the Unconditional Date;

● The Offer Condition set forth in subclause (b) of Clause 5.3 of the Merger Agreement will not be fulfilled if a
Material Adverse Effect has occurred and is continuing at the Unconditional Date. The Offeror will make an
announcement prior to the Unconditional Date regarding its decision to invoke the Offer Condition in accordance
with section 12 paragraph 3 of the Dutch Decree on Public Takeovers (Besluit openbare biedingen Wft) if it is
determined that a Material Adverse Effect has occurred prior to the Unconditional Date and that such Material
Adverse Effect will be continuing at the Unconditional Date;

● For purposes of the pre-Offer conditions (and only for such purposes), any effect(s), event(s), circumstance(s) or
developments resulting from or arising in connection with the Korea Contamination prior to the date of the
commencement of the Offer shall not be taken into account (alone or in combination with any other effect, event,
circumstance or development) in determining whether there has been a Material Adverse Effect with respect to
Crucell and its affiliates, taken as a whole (it being understood that such effect(s), event(s), circumstance(s) and
development(s) may be taken into account in combination with any other effect(s), event(s), circumstance(s) or
development(s) having occurred after the date of the commencement of the Offer in determining whether the Offer
Condition set forth in 5.3(b) of the Merger Agreement have been satisfied).
The Offeror and Crucell agreed that the Offer Condition set forth in subclause (b) of Clause 5.3 of the Merger Agreement
shall be construed as follows:

● “A Material Adverse Effect with respect to the Group, taken as a whole, shall not have occurred and be continuing
at the Unconditional Date; provided that, notwithstanding anything in this Merger Agreement to the contrary, any
effect(s), event(s), circumstance(s) or development(s) resulting from or arising in connection with the Subject
Contamination prior to the Unconditional Date may be taken into account, alone or in combination with any other
effect, event, circumstance or development, in determining whether there has been a Material Adverse Effect with
respect to the Group, taken as a whole, for purposes of this Offer Condition; provided further that, in determining
whether this Offer Condition has been satisfied, effect(s), event(s), circumstance(s) or development(s) resulting from
or arising in connection with the Subject Contamination that occurred prior to the Commencement Date may only be
taken into account in combination with effect(s), event(s), circumstance(s) or development(s) relating to or resulting
from the Subject Contamination that occurred after the Commencement Date.”
This description of the Supplementary Addendum and the Offer is qualified in its entirety by reference to such addendum, which is
attached hereto as Exhibit 1 and is incorporated herein by reference.

RECITALS
WHEREAS……

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in
this Addendum, the Company and the Offeror hereby agree as follows:………….
ir.10kwizard.com/download.php?format=...

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