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Minimum Acceptance Condition Satisfied

February 17, 2011 - New Brunswick, Nj And Leiden, The Netherlands

Johnson &Johnson (NYSE: JNJ) and Crucell N.V. (NYSE Euronext, NASDAQ: CRXL;SwissExchange: CRX) today announced that the minimum acceptance condition ofJohnson& Johnson's Offer to acquire Crucell N.V. (Crucell) has been satisfied.Theinitial offering period of the Offer expired at 17:45 hours Dutch time(11:45a.m. New York time) on 16 February 2011.

Reference is made to the joint press release of Johnson & Johnson andCrucelldated 8 December 2010 announcing the recommended cash offer byJohnson &Johnson, through its indirect wholly owned subsidiary, JJC AcquisitionCompanyB.V. (the Offeror), for all of the issued and outstanding shares in thecapitalof Crucell, including those represented by American depositary shares,at anoffer price of EUR24.75 per share (the Offer).

As of the expiration of the initial offering period, the shares tenderedin theOffer, together with shares already held by the Johnson & Johnson Groupand theshares to be acquired through the purchase and exercise of options,amount to84,520,377 shares (of which 12,774,957 are represented by Americandepositaryshares), representing approximately 95.21% of the issued sharecapital ofCrucell and 95.24% of the issued and outstanding share capital ofCrucell, ineach case on a fully diluted basis. 174,595 of ADSs tendered remainsubject tothe guaranteed delivery procedures described in the Offer. As such, theminimumacceptance condition has been satisfied.

It should be noted that even though 95.24% of the issued and outstandingsharecapital of Crucell (on a fully diluted basis) has been tendered, theminimumacceptance condition would have nonetheless been satisfied becauseJohnson &Johnson has now obtained a favorable ruling from the Internal RevenueService ofthe United States and, as of the expiration of the initial offeringperiod,received proxies (or will have obtained the voting power) inrespect ofapproximately 93.32% of Crucell shares.

Johnson & Johnson will announce whether or not the Offer isdeclaredunconditional no later than Tuesday 22 February 2011 in accordancewith theterms of the Offer and Article 16 of the Dutch Decree on Public TakeoverBids(Besluit openbare biedingen Wft).

Additional Information

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

On 8 December 2010, the Offeror commenced the Offer to acquire all of theissuedand outstanding ordinary shares (Ordinary Shares) in the capital ofCrucell,including all Ordinary Shares represented by American depositary shares(each,an ADS), on the terms and subject to the conditions and restrictionscontainedin the Offer Document dated 8 December 2010 (the Offer Document).Shareholderswho accepted the Offer and tendered Ordinary Shares will be paid, on thetermsand subject to the conditions and restrictions contained in the OfferDocument,an amount equal to EUR24.75, net to the Shareholders in cash, withoutinterest andless any applicable withholding taxes (the Offer Price) in consideration ofeachOrdinary Share, subject to the Offeror declaring the Offerunconditional.Shareholders who accepted the Offer and tendered ADSs will be paid, on thetermsand subject to the conditions and restrictions contained in the OfferDocument,an amount equal to the U.S. dollar equivalent of the Offer Price,calculated byusing the spot market exchange rate for the U.S. dollar against the Euroon thedate on which funds are received by Computershare Trust Company, N.A. topay forADSs upon completion of the Offer, in consideration of each ADS, subjectto theOfferor declaring the Offer unconditional. The offer and withdrawalrightsexpired at 17:45 hours Dutch time (11:45 a.m. New York time), on 16February2011, unless extended in the manner set forth in the Offer Document. Thispressrelease is neither an offer to purchase nor a solicitation of an offer tosellshares of Crucell, nor shall there be any sale or purchase of securitiesin anyjurisdiction in which such offer, solicitation or sale would be unlawfulpriorto registration or qualification under the securities laws of anysuchjurisdiction. The Offer is being made pursuant to the tender offerstatement onSchedule TO (including the Offer Document, a related ADS letter oftransmittaland tender and proxy form, and other relevant materials) filed by theOfferorwith the U.S. Securities and Exchange Commission (SEC) on 8 December 2010.

SHAREHOLDERS OF CRUCELL ARE URGED TO READ THESE AND OTHER DOCUMENTS FILEDWITHTHE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANTINFORMATIONABOUT THE OFFER. Copies of Johnson & Johnson's filings with the SECmay beobtained at the SEC's web site ( or by directing arequest toJohnson & Johnson at Johnson & Johnson, One Johnson & JohnsonPlaza, NewBrunswick, NJ 08933, U.S.A. (Attention: Corporate Secretary's Office).TheOffer Document is available free of charge on the website ofCrucell Hard copies of the Offer Document will also beavailable atthe offices of Crucell at Archimedesweg 4-6, 2333 CN Leiden, theNetherlands; atthe offices of the Dutch Settlement Agent, ING Bank N.V., Bijlmerdreef 8881102MG Amsterdam, the Netherlands (Attention: Sjoukje Hollander/RemkoLos),telephone: + 31 20 563 6546 / + 31 20 563 6619, email:;and atthe offices of the U.S. Settlement Agent, Computershare Trust Company,N.A.,250 Royall Street, Canton, MA 02021.

About Crucell

Crucell N.V. (NYSE Euronext, NASDAQ: CRXL; Swiss Exchange: CRX) is aglobalbiopharmaceutical company focused on research development, productionandmarketing of vaccines, proteins and antibodies that prevent and/ortreatinfectious diseases. In 2010 alone, Crucell distributed more than 105millionvaccine doses in more than 100 countries around the world. Crucell is oneof themajor suppliers of vaccines to UNICEF and the developing world. Crucellwas thefirst manufacturer to launch a fully-liquid pentavalent vaccine.CalledQuinvaxem®, this innovative combination vaccine protects against fiveimportantchildhood diseases. Over 180 million doses have been sold since itslaunch in2006 in more than 50 GAVI countries. With this innovation, Crucell hasbecome amajor partner in protecting children in developing countries. Otherproducts inCrucell's core portfolio include a vaccine against Hepatitis B and avirosome-adjuvanted vaccine against influenza. Crucell also markets travel vaccines,suchas an oral anti-typhoid vaccine, an oral cholera vaccine and the onlyaluminum-free Hepatitis A vaccine on the market. Crucell has a broaddevelopmentpipeline, with several product candidates based on its unique PER.C6®productiontechnology. Crucell licenses its PER.C6® technology and othertechnologies tothe biopharmaceutical industry. Important partners and licensees includeJohnson& Johnson, DSM Biologics, sanofi-aventis, Novartis, Pfizer/Wyeth, GSK,CSL andMerck & Co. Crucell is headquartered in Leiden, the Netherlands, withoffices inChina, Indonesia, Italy, Korea, Malaysia, Spain, Sweden, Switzerland,UK, theUSA and Vietnam. Crucell employs over 1300 people. For more information,pleasevisit

About Johnson & Johnson

Caring for the world, one person at a time.inspires and unites thepeople ofJohnson & Johnson. We embrace research and science - bringing innovativeideas,products and services to advance the health and well-being ofpeople. Ourapproximately 114,000 employees at more than 250 Johnson & Johnsoncompanieswork with partners in health care to touch the lives of over a billionpeopleevery day throughout the world.

Forward-looking statements

(This press release contains "forward-looking statements". All statementsotherthan statements of historical fact are statements that could be deemedforward-looking statements. These statements are based on current expectations offutureevents. If underlying assumptions prove inaccurate or unknownrisks oruncertainties materialize, actual results could vary materially fromJohnson &Johnson's and Crucell's expectations and projections. Risks anduncertaintiesinclude the fact that the transaction is conditioned on the successfultender ofthe outstanding ordinary shares of Crucell, the receipt of requiredgovernmentand regulatory approvals and certain other customary closing conditions;generalindustry conditions and competition; general domestic and internationaleconomicconditions, such as interest rate and currency exchange ratefluctuations;technological advances and patents attained by competitors; challengesinherentin new product development, including obtaining regulatory approvals;domesticand foreign health care reforms and governmental laws and regulationsaffectingdomestic and foreign operations; and trends toward health care costcontainment.In addition, if and when the transaction is consummated, there will berisks anduncertainties related to Johnson & Johnson's ability to successfullyintegratethe products and employees of Johnson & Johnson and Crucell as wellas theability to ensure continued performance or market growth of Crucell'sproducts.A further list and description of these risks, uncertainties and otherfactorsand the general risks associated with the respective businesses ofJohnson &Johnson and Crucell can be found in Exhibit 99 of Johnson & Johnson'sAnnualReport on Form 10-K for the fiscal year ended 3 January 2010, andCrucell'sAnnual Report/ Form 20-F for the fiscal year ended 31 December 2009, asfiledwith the U.S. Securities and Exchange Commission on 7 April 2010, aswell asother subsequent filings. Crucell prepares its financial statementsunderInternational Financial Reporting Standards (IFRS). Copies of thesefilings areavailable online at,, or on requestfromJohnson & Johnson or Crucell. Neither Johnson & Johnson nor Crucellundertakesto update any forward-looking statements as a result of newinformation orfuture events or developments.)

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This announcement is distributed by Thomson Reuters on behalf ofThomson Reuters 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

Bill Price
Tel. +1 (732) 524 6623
Mob. +1 (732) 668 3735

Johnson & Johnson - Investors
Louise Mehrotra
Tel. +1 (732) 524 6491

Stan Panasewicz
Tel. +1 (732) 524 2524


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