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Crucell Shareholders Adopt Offer Governance Resolutions and Johnson & Johnson Makes Announcement on U.S. Regulatory Matters

February 8, 2011 - LEIDEN, NETHERLANDS

New Brunswick, N.J., and Leiden, theNetherlands, 8 February 2011 - Johnson & Johnson (NYSE: JNJ) and CrucellN.V. (AMS: CRXL) (NASDAQ: CRXL) (SWISS: CRX) provide further informationregarding Johnson & Johnson's proposed acquisition of Crucell.

Reference is made to the joint press release of Johnson & Johnson andCrucell N.V. (Crucell) dated 8 December 2010 announcing the recommendedcash offer by Johnson & Johnson for all of the issued and outstandingordinary shares in the capital of Crucell, including those represented byAmerican depositary shares, at an offer price of EUR24.75 per share (theOffer).

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 discussedand the Governance Resolutions were adopted. With the adoption of theGovernance Resolutions, another important Offer condition has beenfulfilled.

The Governance Resolutions concern (1) an amendment of Crucell's articlesof association, (2) the appointment of new Crucell supervisory boardmembers nominated by Johnson & Johnson and (3) the granting of discharge tothe 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 willresign in connection with the Offer. The Supervisory Board will bestrengthened 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 andresignations are subject to the Offer being declared unconditional and takeeffect on the settlement date of the Offer.

The shareholders of Crucell voted in person, by proxy, or by votinginstruction, representing a total of 61.05% of the total issued sharecapital entitled to vote.

Announcement on US Regulatory Matters

As contemplated by the Offer documentation and in order to comply with U.S.regulatory requirements, Johnson & Johnson hereby announces that, under theterms and conditions of the Offer, the minimum acceptance level may bereduced after the expiration of the Offer from at least 95% of the Sharesto 80% of the Shares. This possible reduction in the minimum acceptancelevel will occur if (1) a favorable ruling from the Internal RevenueService is obtained by Johnson & Johnson with respect to certain taxmatters and (2) proxies are received in respect of at least 80% of theShares. Such proxies will allow JJC Acquisition Company B.V. (the Offeror),a wholly owned subsidiary of Johnson & Johnson, to vote in favor of anasset sale that may be pursued as a post-closing restructuring followingthe consummation of the Offer.

The Offer will expire at 17:45 hours Dutch time (11:45 a.m. New York time)on 16 February 2011, unless the Offer is extended. Withdrawal rights willterminate following the expiration of the Offer. Crucell shareholders whohave already tendered their Shares in the Offer but whose willingness totender will be affected by the possible 80% minimum acceptance level shouldwithdraw their tenders immediately but in any event before the expirationof the Offer.

This announcement is not an indication of current acceptance levels anddoes not constitute a reduction of the minimum acceptance condition itself.Any such reduction will only be made after the expiration of the Offer.

Further information regarding the Offer is contained in the offer document(including further details on the impact that reducing the minimumacceptance condition may have on Crucell shareholders) and the positionstatement which are available free of charge on the website of

Additional Information

This joint press release is issued pursuant to the provisions of Section 4paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit openbarebiedingen Wft) and Section 5:25i of the Dutch Financial Markets SupervisionAct (Wet op het financieel toezicht).

On 8 December 2010, the Offeror commenced the Offer to acquire all of theissued and outstanding ordinary shares (Ordinary Shares) in the capital ofCrucell, including all Ordinary Shares represented by American depositaryshares (each, an ADS), on the terms and subject to the conditions andrestrictions contained in the Offer Document dated 8 December 2010 (theOffer Document). Shareholders who accept the Offer and tender OrdinaryShares will be paid, on the terms and subject to the conditions andrestrictions contained in the Offer Document, an amount equal to EUR24.75,net to the Shareholders in cash, without interest and less any applicablewithholding taxes (the Offer Price) in consideration of each OrdinaryShare, subject to the Offeror declaring the Offer unconditional.Shareholders who accept the Offer and tender ADSs will be paid, on theterms and subject to the conditions and restrictions contained in the OfferDocument, an amount equal to the U.S. dollar equivalent of the Offer Price,calculated by using the spot market exchange rate for the U.S. dollaragainst the Euro on the date on which funds are received by ComputershareTrust Company, N.A. to pay for ADSs upon completion of the Offer, inconsideration of each ADS, subject to the Offeror declaring the Offerunconditional. The offer and withdrawal rights will expire at 17:45 hoursDutch time (11:45 a.m. New York time), on 16 February 2011, unless extendedin the manner set forth in the Offer Document. This press release isneither an offer to purchase nor a solicitation of an offer to sell sharesof Crucell, nor shall there be any sale or purchase of securities in anyjurisdiction in which such offer, solicitation or sale would be unlawfulprior to registration or qualification under the securities laws of anysuch jurisdiction. The Offer is being made pursuant to the tender offerstatement on Schedule TO (including the Offer Document, a related ADSletter of transmittal and tender and proxy form, and other relevantmaterials) filed by the Offeror with the U.S. Securities and ExchangeCommission (SEC) on 8 December 2010.

SHAREHOLDERS OF CRUCELL ARE URGED TO READ THESE AND OTHER DOCUMENTS FILEDWITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANTINFORMATION ABOUT THE OFFER. Copies of Johnson & Johnson's filings with theSEC may be obtained at the SEC's web site ( or by directing arequest to Johnson & Johnson at Johnson & Johnson, One Johnson & JohnsonPlaza, New Brunswick, NJ 08933, U.S.A. (Attention: Corporate Secretary'sOffice). The Offer Document is available free of charge on the website ofCrucell at Hard copies of the Offer Document will also beavailable at the offices of Crucell at Archimedesweg 4-6, 2333 CN Leiden,the Netherlands; at the offices of the Dutch Settlement Agent, ING BankN.V., Bijlmerdreef 888 1102 MG Amsterdam, the Netherlands (Attention:Sjoukje Hollander/Remko Los), telephone: + 31 20 563 6546 / + 31 20 5636619, email:; and at the offices of the U.S. SettlementAgent, Computershare Trust Company, N.A., 250 Royall Street, Canton, MA02021.

About Crucell

Crucell N.V. (NYSE Euronext, NASDAQ: CRXL; Swiss Exchange: CRX) is a globalbiopharmaceutical company focused on research development, production andmarketing of vaccines, proteins and antibodies that prevent and/or treatinfectious diseases. In 2010 alone, Crucell distributed more than 105million vaccine doses in more than 100 countries around the world. Crucellis one of the major suppliers of vaccines to UNICEF and the developingworld. Crucell was the first manufacturer to launch a fully-liquidpentavalent vaccine. Called Quinvaxem®, this innovative combinationvaccine protects against five important childhood diseases. Over 180million doses have been sold since its launch in 2006 in more than 50 GAVIcountries. With this innovation, Crucell has become a major partner inprotecting children in developing countries. Other products in Crucell'score portfolio include a vaccine against Hepatitis B and a virosome-adjuvanted vaccine against influenza. Crucell also markets travel vaccines,such as an oral anti-typhoid vaccine, an oral cholera vaccine and the onlyaluminum- free Hepatitis A vaccine on the market. Crucell has a broaddevelopment pipeline, with several product candidates based on its uniquePER.C6® production technology. Crucell licenses its PER.C6®technology and other technologies to the biopharmaceutical industry.Important partners and licensees include Johnson & Johnson, DSM Biologics,sanofi-aventis, Novartis, Pfizer/Wyeth, GSK, CSL and Merck & Co. Crucell isheadquartered in Leiden, the Netherlands, with offices in China, Indonesia,Italy, Korea, Malaysia, Spain, Sweden, Switzerland, UK, the USA andVietnam. Crucell employs over 1300 people. For more information,

About Johnson & Johnson

Caring for the world, one person at a time.inspires and unites the peopleof Johnson & Johnson. We embrace research and science - bringing innovativeideas, products and services to advance the health and well-being ofpeople. Our approximately 114,000 employees at more than 250 Johnson &Johnson companies work with partners in health care to touch the lives ofover a billion people every day throughout the world.

Forward-looking statements

(This press release contains "forward-looking statements". All statementsother than statements of historical fact are statements that could bedeemed forward- looking statements. These statements are based on currentexpectations of future events. If underlying assumptions prove inaccurateor unknown risks or uncertainties materialize, actual results could varymaterially from Johnson & Johnson's and Crucell's expectations andprojections. Risks and uncertainties include the fact that the transactionis conditioned on the successful tender of the outstanding ordinary sharesof Crucell, the receipt of required government and regulatory approvals andcertain other customary closing conditions; general industry conditions andcompetition; general domestic and international economic conditions, suchas interest rate and currency exchange rate fluctuations; technologicaladvances and patents attained by competitors; challenges inherent in newproduct development, including obtaining regulatory approvals; domestic andforeign health care reforms and governmental laws and regulations affectingdomestic and foreign operations; and trends toward health care costcontainment. In addition, if and when the transaction is consummated, therewill be risks and uncertainties related to Johnson & Johnson's ability tosuccessfully integrate the products and employees of Johnson & Johnson andCrucell as well as the ability to ensure continued performance or marketgrowth of Crucell's products. A further list and description of theserisks, uncertainties and other factors and the general risks associatedwith the respective businesses of Johnson & Johnson and Crucell can befound in Exhibit 99 of Johnson & Johnson's Annual Report on Form 10-K forthe fiscal year ended 3 January 2010, and Crucell's Annual Report/ Form 20-F for the fiscal year ended 31 December 2009, as filed with the U.S.Securities and Exchange Commission on 7 April 2010, as well as othersubsequent filings. Crucell prepares its financial statements underInternational Financial Reporting Standards (IFRS). Copies of these filingsare available online,, or onrequest from Johnson & Johnson or Crucell. Neither Johnson & Johnson norCrucell undertakes to update any forward-looking statements as a result ofnew information or future events or developments.)

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This announcement is distributed by Thomson Reuters on behalf of ThomsonReuters clients. The owner of this announcement warrants that:

(i) the releases contained herein are protected by copyright and other applicable laws; and(ii) they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Crucell N.V. via Thomson Reuters ONE


For further information please contact:

Crucell N.V. - Media & Investors
Oya Yavuz
Vice President Corporate Communications & Investor Relations
Tel. +31 (0)71 519 7064
Email Contact

Johnson & Johnson - Media

Karen Manson
Mob. + 32 479 89 47 99

Jeff Leebaw
Tel. +1 (732)-524-3350
Mob. +1 (732)-642-6608

Johnson & Johnson - Investors

Louise Mehrotra
Tel. +1 (732) 524 6491

Stan Panasewicz
Tel. +1 (732) 524 2524


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