The move was highly expected after the two companies announced last month that they were in "advanced negotiations." The terms haven't changed: J&J, which currently owns 17.9% of Crucell's outstanding shares, will buy, through a wholly owned subsidiary, the rest for €24.75 per share -- a 58% premium over Crucell's closing price before the companies announced the negotiations.
Unlike the Band-Aid and Tylenol maker, which doesn't have a strong presence in vaccines, Leiden, Netherlands-based Crucell currently markets vaccines in the pediatric, travel, endemic and respiratory fields and has several vaccines in clinical development against diseases such as hepatitis, influenza, typhoid and cholera.
"This potential combination would provide us with a new platform for growth and advances our goal to deliver integrated health care solutions, with particular emphasis on prevention," said Paul Stoffels, the global head of J&J's pharmaceutical research and development. "Operational excellence in manufacturing and supply chain has made Crucell an established and reliable supplier of vaccines, in particular to emerging markets."
After the close of the transaction, J&J expects to maintain Crucell's existing facilities, its senior management and, generally, to maintain current employment levels. J&J also intends to keep Crucell as the center for vaccines within the Johnson & Johnson pharmaceutical group, and to maintain its headquarters in Leiden.
New Brunswick, N.J-based J&J, which has about $64 billion in annual sales, said the transaction is expected to cut its 2011 earnings per share by approximately 3 cents to 5 cents.