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Crucell Shareholders Adopt Offer Governance Resolutions and Johnson & Johnson Makes Announcement on U.S. Regulatory Matters
Date:2/8/2011

NEW BRUNSWICK, N.J. and LEIDEN, Netherlands, Feb. 8, 2011 /PRNewswire/ -- Johnson & Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, Nasdaq: CRXL; Swiss Exchange: CRX) provide further information regarding Johnson & Johnson's proposed acquisition of Crucell.

Reference is made to the joint press release of Johnson & Johnson and Crucell N.V. (Crucell) dated 8 December 2010 announcing the recommended cash offer by Johnson & Johnson for all of the issued and outstanding ordinary shares in the capital of Crucell, including those represented by American depositary shares, at an offer price of euro 24.75 per share (the Offer).

Crucell Shareholders Adopt Governance Resolutions

Today Crucell held the statutory informative Extraordinary General Meeting (the Offer EGM) of Shareholders. At the Offer EGM, the Offer was discussed and the Governance Resolutions were adopted. With the adoption of the Governance Resolutions, another important Offer condition has been fulfilled.

The Governance Resolutions concern (1) an amendment of Crucell's articles of association, (2) the appointment of new Crucell supervisory board members nominated by Johnson & Johnson and (3) the granting of discharge to the current Crucell supervisory members. Messrs. W.M. Burns, S.A. Davis, P. Satow, J.S.S. Shannon, G.R. Siber, F.F. Waller and C.-E. Wilhelmsson will resign in connection with the Offer. The Supervisory Board will be strengthened with Mr. J.H.J. Peeters, Mr. P. Stoffels, Mr. T.J. Heyman, Mr. J.J.U. Van Hoof , Ms. J.V. Griffiths,  Mr. B.W. van Zijll Langhout, Mr. P. Korte , Mr. D.-J. Zweers, and Mr. J.C. Bot.  All resolutions and resignations are subject to the Offer being declared unconditional and take effect on the settlement date of the Offer.

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SOURCE Johnson & Johnson; Crucell
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