Crucell Rejects Shareholder Criticism Over J&J Takeover Bid

Includes: CRXL, JNJ
by: The Burrill Report

By Michael Fitzhugh

Crucell (NASDAQ:CRXL) is rejecting a Dutch shareholder group's call to put the brakes on Johnson & Johnson's (NYSE:JNJ) $2.3 billion (€1.75 billion) bid for the company.

"There are indications of powerful resistance from shareholders against the intended takeover of Crucell," the shareholder group, VEB, wrote in a letter to Crucell, translated from Dutch by Reuters.

At issue, says VEB, is whether Johnson & Johnson's €25.75 per share offer can be reconciled with higher expectations Crucell's management set during earlier talks with shareholders. That valuation, unchanged since the offer was first made, would provide a 58 percent premium over Crucell’s pre-offer share value.

VEB has also suggested that Crucell's president and CEO Ronald Brus stands to make up to $16.7 million (€12 million) from his option package should the deal goes through, according to

Crucell's board has responded to the criticism by reiterating its support for the deal and saying that VEB has not provided enough evidence to back its call for an investor meeting to be held ahead of a vote on the deal. Furthermore, the board says, much of the information VEB is seeking in support of the deal will be provide in the course of compiling documentation for the deal.

VEB is not the only Dutch shareholder upset about the deal. Delta Lloyd Asset Management, Robeco and the Van Herk Group, which collectively hold about 16 percent of Crucell's shares, have leveled their own criticisms. Delta Lloyd, at least, is reported to be discussing the situation with Crucell's management.