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.
About Crucell
Crucell N.V. is a biotechnology company focused on developing vaccines and antibodies that prevent and treat infectious diseases, including Ebola, influenza, malaria, West Nile virus and rabies. The company's development programs include collaborations with: sanofi pasteur for influenza vaccines; the U.S. National Institutes of Health for Ebola and malaria vaccines; and GlaxoSmithKline (GSK), Walter Reed Army Institute of Research and New York University for a malaria vaccine. Crucell's products are based on its PER.C6® production technology. The company also licenses its PER.C6® technology to the biopharmaceutical industry. Licensees and partners include DSM Biologics, GSK, Centocor/J&J and Merck & Co., Inc. Crucell is headquartered in Leiden, The Netherlands, and is listed on the Euronext and NASDAQ stock exchanges (ticker symbol CRXL). For more information, please visit www.crucell.com.
Forward-looking statements
This press release contains forward-looking statements that involve inherent risks and uncertainties. We have identified certain important factors that may cause actual results to differ materially from those contained in such forward-looking statements. For information relating to these factors please refer to our Form 20-F, as filed with the U.S. Securities and Exchange Commission on April 14, 2005, and the section entitled "Risk Factors". The company prepares its financial statements under generally accepted accounting principles in the United States (US GAAP).
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