Crucell and Berna Biotech: Together creating the leading independent vaccine company

05-Dec-2005

Crucell and Berna Biotech jointly announced that Crucell plans to launch a recommended all share offer for the shares of Berna at an exchange ratio of 0.447 shares of Crucell for each Berna share.

The offer values Berna at CHF 15.72 per Berna share based on the closing price of Crucell, Wednesday November 30th, and equals a total Berna equity value of approximately CHF 591.0 million (EUR 381.3 million). This represents a premium of 27.3% to the closing price, 23.3% premium to Berna's 1 month trading average and 25.4% premium to Berna's 3 months trading average. Assuming full take-up of the offer, Crucell and Berna's current shareholders will own approximately 72.7% and 27.3%, respectively, of the combined entity.

The Board of Directors of Berna fully supports this offer and recommends shareholders to accept the offer. Crucell will declare the offer unconditional if at least 67% of the shares are tendered and if certain other conditions are met in accordance with Swiss takeover rules. The exchange offer is expected to launch mid-December 2005 and to remain open until 20 January 2006. The transaction is expected to close in February 2006.

The combination of Crucell and Berna will create the leading independent vaccine company combining marketed products with a broad and attractive pipeline. This combination will generate growing revenues from vaccine sales and technology licensing and royalties. The new company will have a fully integrated infrastructure for in-house development, production and marketing of future products. The combined entity has a cash position in excess of EUR 200 million as of 30 June 2005.

Chief Executive Officer of the combined company will be Ronald Brus. The company will operate under the name Crucell N.V. and will have its legal headquarters in The Netherlands. Kuno Sommer and Simon Rothen, members of Berna's Executive Committee, will join the Management Committee of the combined company. In addition, John Lambert, previously President of Chiron Vaccines and President of Aventis Pasteur MSD, will also serve on the Management Committee responsible for strategy and the integration of both companies.

The exchange offer is expected to launch mid-December 2005 and to remain open until 20 January 2006. The transaction is expected to close in February 2006. In addition to its Euronext and Nasdaq listing, Crucell also intends to apply for the listing of its shares on the SWX Swiss Exchange.

https://www.bionity.com/en/news/50649/crucell-and-berna-biotech-together-creating-the-leading-independent-vaccine-company.html