Crucell Shareholders Approve Exchange Offer for Berna Biotech

12-Jan-2006

Crucell N.V. announced that the General Meeting of Shareholders has approved the exchange offer for Berna Biotech A.G. in accordance with Section 2:107a of the Dutch Civil Code.

If all shareholders of Berna tender their shares and the exchange offer is declared successful, Crucell will issue up to a maximum of 18,000,000 ordinary shares to the shareholders of Berna in accordance with the terms and conditions of the exchange offer. As a result, Crucell and Berna's current shareholders will own approximately 73% and 27%, respectively, of Crucell.

On 11 January 2006, shareholders of Berna will vote to abolish transfer restrictions and to appoint three board members proposed by Crucell to the board of directors of Berna, subject to the exchange offer being consummated. The approval thereof by the shareholders of Berna is a condition precedent to the exchange offer.

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