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J&J to buy remaining shares in Crucell

US pharma giant agrees a €24.75 per share takeover offer with Dutch biotech, despite concerns by some Crucell shareholders that the bid is too low

Johnson & Johnson (J&J) has reached an agreement with Crucell on its €24.75 a share purchase offer, despite concerns expressed by some Crucell shareholders that the bid is too low. Payment will be made by a subsidiary of J&J, which currently holds about 17.9 per cent of Crucell shares.

The deal, which will see J&J make a cash payment of around €1.75bn for the biotechnology firm, represents a 58 per cent premium from the price on September 16, the day before the two groups revealed that they were in advanced talks for J&J to buy the 82 per cent of Crucell that it does not already own.

However, some major shareholders in Crucell, including Delta Lloyd Asset Management, Robeco and the Van Herk Groep, have voiced doubt that the offer reflects the true value of the company, one of the few remaining independent vaccine makers. Crucell, which employs 1,300 people, produced more than 115 million doses of vaccine last year for distribution in about 100 countries, most of which are developing countries.

Responding to the concerns, Crucell stated that J&J's offer is in the best interests of the company and that both its management and supervisory board recommend it. It also said that an extraordinary general meeting to inform shareholders will be held, although a date for this is yet to be confirmed.

The deal is expected to close in the first quarter of 2011, and will allow J&J to develop and commercialise the Dutch company's pipeline of vaccines against diseases such as hepatitis, influenza, typhoid and cholera.

J&J said it will retain Crucell's management and staff, as well as keep the headquarters at Leiden in the Netherlands.

6th October 2010

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