3rd UPDATE: J&J Still Wants Crucell, Leaves Options Open
01 Diciembre 2010 - 10:31AM
Noticias Dow Jones
U.S. pharma giant Johnson & Johnson (JNJ) said Wednesday it
plans to proceed with its agreed EUR1.75 billion cash takeover
offer for Crucell NV (CRXL.AE) but left open the option to change
the terms if problems at the Dutch biotech's manufacturing plant in
South Korea prove worse than thought.
Crucell in late October abandoned its full-year targets after
suspending operations at its Shingal site in South Korea and
temporarily halting shipments of two vaccines, due to sterility
issues at the plant. The companies said they expect the facility to
resume manufacturing in February 2011.
J&J said in a statement Wednesday that the two companies
have agreed to go ahead with the deal, but added that "while the
immediate financial impact of the Korea manufacturing issues to
Crucell, as described in Crucell's financial results for the third
quarter of 2010, would not alone constitute a material adverse
effect, all effects relating to the Korea manufacturing issues,
including those related to the period prior to commencement of the
offer, may be taken into account, but only in combination with
further developments that may arise or become known to Johnson
& Johnson after the commencement of the offer as a result of,
and/or in connection with, the Korea manufacturing issues."
The Dutch market regulator Autoriteit Financiele Markten said
that once it has approved a merger, the rules to amend the offer
are very strict, making it difficult to adjust the bid.
"Only if certain conditions, as laid out in the offer
memorandum, have been met, can the bidder withdraw the offer and
put in a new bid," said AFM spokeswoman Imre de Roo. She declined
to comment on the Crucell case in particular.
In early October, Crucell and J&J said they had reached an
agreement on the U.S. pharmaceutical giant's EUR1.75 billion cash
offer for the portion in the Dutch vaccine maker it doesn't already
own, despite the concerns of some major Crucell shareholders who
think the bid is too low.
J&J holds about 17.9% of Crucell shares, and the EUR24.75
per share offer is for the outstanding shareholding.
In its statement Wednesday, J&J said it expects to get final
approval from the Dutch market regulator Autoriteit Financiele
Markten for the offer before Crucell's general shareholder meeting
on Dec. 10.
-By Anna Marij van der Meulen; Dow Jones Newswires; +31 20 5715
216; annamarij.vandermeulen@dowjones.com
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