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Bär & Karrer Ltd.

Work +41 58 261 50 00
Fax +41 58 261 50 01
Geneva, Lugano, Zug, Zurich

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Johnson & Johnson Launches Recommended Public Offer to Acquire Crucell

December 2010

Johnson & Johnson and Crucell N.V.(Crucell) announced that Johnson & Johnson, through its newly formed indirect wholly owned subsidiary, JJC Acquisition Com-pany B.V., is making a recommended cash offer for all of the issued and out-standing 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 at an offer price of €24.75 per Share (the Of-fer). Crucell has a secondary listing on the SIX Swiss Exchange.

Johnson & John-son and Crucell announced the merger agreement whereby Johnson & Johnson, through an affiliate, would acquire all outstanding equity of Crucell that it did not already own in a recommended cash tender offer on 6 October 2010.

Bär & Karrer advised Johnson & Johnson on Swiss law aspects of the Offer. The team included Felix R. Ehrat, Thomas U. Reutter, Sten E. D. Rasmussen, Felix Kappeler (all corporate) and Michael A. Barrot (tax).

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Bär & Karrer is a leading Swiss law firm with offices in all three language regions in Switzerland. It provides high-end legal advice to clients in complex transactions and litigation. Its clients range from multinational corporations to private individuals both in Switzerland and globally.


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