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Bär & Karrer Ltd.

BRANDSCHENKESTRASSE 90, 8027 ZÜRICH, SWITZERLAND
Tel:
Work +41 58 261 50 00
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Fax +41 58 261 50 01
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www.baerkarrer.ch
Geneva, Lugano, Zug, Zurich

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Johnson & Johnson Launches Recommended Public Offer to Acquire Crucell

January 2011

13 December 2010 - Johnson & Johnson and Crucell N.V.(Crucell) announced that Johnson & Johnson, through its newly formed indirect wholly owned subsidiary, JJC Acquisition Company B.V., is making a recommended cash offer for all of the issued and outstanding 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 Offer). Crucell has a secondary listing on the SIX Swiss Exchange.

Johnson & Johnson 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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