Johnson & Johnson and Crucell N V announce that Johnson & Johnson has completed the tender offer for Crucell N V and has declared the offer unconditional. As a result, Crucell will now operate as the centre for vaccines within the Johnson & Johnson pharmaceuticals group.

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 BV (the Offeror), for all of the issued and outstanding 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.

Johnson & Johnson will commence, through the Offeror, a subsequent offering period to allow Shareholders who have not yet accepted the Offer to tender their Shares, as further described below.  Johnson & Johnson encourages Shareholders who have not yet accepted the Offer to do so immediately.

Johnson & Johnson declares the Offer unconditional share acceptance level is 95.24 per cent of the issued and outstanding share capital of Crucell settlement of the offer will take place on 25 February 2011 and remaining shares can be tendered in a subsequent offering period ending 8 March 2011.

All conditions in connection with the Offer, as described in the offer document dated 8 December 2010 (the Offer Document), have been satisfied. As a result, the Offer is declared unconditional (gestanddoening).

As of the expiration of the initial offering period, the Shares tendered in the Offer, together with Shares already held by the Johnson & Johnson Group and the Shares to be acquired through the purchase and exercise of options, amount to 84,520,377 Shares (of which 12,774,957 are represented by ADSs), representing approximately 95.21 per cent of the issued share capital of Crucell (which includes treasury shares held by Crucell) and 95.24 per cent of the issued and outstanding share capital of Crucell, in each case on a fully diluted basis.

81,380 of ADSs tendered remain subject to the guaranteed delivery procedures described in the Offer. All Shares that were validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and not properly withdrawn, on the terms and subject to the conditions and restrictions of the Offer, during the initial offering period have been accepted for payment.

In accordance with the terms of the Offer, Shareholders who accepted the Offer and validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) their Shares on the terms and subject to the conditions and restrictions of the Offer prior to the expiration of the Offer will be paid on 25 February 2011, unforeseen circumstances excepted (e.g., in the event of force majeure impeding Settlement). Shareholders who accepted the Offer and validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) Ordinary Shares on the terms and subject to the conditions and restrictions of the Offer will be paid €24.75 in cash, without interest and less any applicable withholding taxes (the Offer Price), in consideration of each Ordinary Share.

Shareholders who accepted the Offer and validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) ADSs on the terms and subject to the conditions and restrictions of the Offer will be paid an amount equal to the US dollar equivalent of the Offer Price, calculated by using the spot market exchange rate for the US dollar against the Euro on the date on which funds are received by the US Settlement Agent to pay for ADSs upon completion of the Offer, in consideration of each ADS.

During the subsequent offering period, the Offeror will accept Shares tendered pursuant to the Offer and will pay for such Shares promptly and, in any event within three business days following the date on which such Shares are tendered.  No proxies will be solicited from Shareholders that tender Shares in the subsequent offering period.  Shareholders will not be able to withdraw any Shares tendered during the subsequent offering period.

Shareholders who did not tender their Shares in the Offer should carefully review sections 7.14 to 7.21 of the Offer Document, which describe certain implications to which they will be subject when the Offer is declared unconditional (gestanddoening) and settled.

In addition, the Offeror intends, to the extent permitted under applicable law and stock exchange regulations, to delist the Ordinary Shares on Euronext Amsterdam and the Swiss Exchange and the ADSs on NASDAQ as soon as reasonably practicable under applicable rules and regulations.

These risks are in addition to the exposure of such Shareholders to the risks inherent in the business of Crucell, as such business and the structure of Crucell may change from time to time after the settlement date.

As the Offeror (together with its affiliates) will hold at least 95 per cent of the Shares (excluding Shares held by Crucell or its affiliates) upon the Settlement Date, the Offeror intends to acquire the remaining Shares not tendered 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 under applicable rules and regulations. Further details will follow as circumstances require.Accordingly, the post-closing restructuring will no longer be pursued and the Post Offer EGM will be cancelled by Crucell.

Crucell N V is a global biopharmaceutical company focused on research development, production and marketing of vaccines, proteins and antibodies that prevent and/or treat infectious diseases.

Johnson & Johnson embrace research and science - bringing innovative ideas, products and services to advance the health and well-being of people.