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

Johnson & Johnson JNJ and Crucell N.V. CRXL 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. 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. Today Crucell held the statutory informative Extraordinary General Meeting 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 shareholders of Crucell voted in person, by proxy, or by voting instruction, representing a total of 61.05% of the total issued share capital entitled to vote. As contemplated by the Offer documentation and in order to comply with U.S. regulatory requirements, Johnson & Johnson hereby announces that, under the terms and conditions of the Offer, the minimum acceptance level may be reduced after the expiration of the Offer from at least 95% of the Shares to 80% of the Shares. This possible reduction in the minimum acceptance level will occur if a favorable ruling from the Internal Revenue Service is obtained by Johnson & Johnson with respect to certain tax matters and proxies are received in respect of at least 80% of the Shares. Such proxies will allow JJC Acquisition Company B.V., a wholly owned subsidiary of Johnson & Johnson, to vote in favor of an asset sale that may be pursued as a post-closing restructuring following the consummation of the Offer.