AMSTERDAM, Oct 6 (Reuters) - U.S. personal care group Johnson & Johnson (JNJ) said Dutch biotech company Crucell (CRXL) was recommending an unchanged cash offer of 24.75 euros per share despite some investors holding out for more.
Crucell management will recommend shareholders accept J&J's 1.75 billion euros ($2.4 billion) offer which represents a 58 percent premium over Crucell's closing price on Sept. 16, a day before takeover talks were announced, the two companies said.
"I am looking forward to Crucell becoming a Johnson & Johnson company," Crucell chief executive Ronald Brus said on Wednesday.
New Jersey-based J&J, with products from skin care to prescription medicines and headed by William Weldon, already had a 17.9 percent stake in the Dutch vaccines and anti-bodies group when unveiling its offer in September.
Delta Lloyd Asset Management, Robeco and the Van Herk Group, which jointly control at least 15.5 percent of Crucell shares have suggested J&J's offer may undervalue the Dutch company.
"We would not tender our shares at this price, J&J gets a lot of value from this deal, given its clients base and the sale potential involved. Crucell's management would need to convince us in the coming days," said Jack Jonk, head of equity at Delta Lloyd Asset Management, which holds about 4 percent in Crucell.
A spokeswoman for Crucell, headed by Ronald Brus, would not comment on whether there had been contact with these investors.
Crucell shares were up 0.6 percent to 4.7 euros at 0812 GMT, in line with a 0.4 percent rise in the STOXX Europe 600 Health Care index .
EMPTY BOX
If J&J acquires 95 percent of Crucell it will initiate squeeze-out proceedings to obtain all of Crucell's shares, but if it acquires between 80 and 95 percent, it may use all other available legal measures to clinch full ownership, it said.
This included a proposed sale of Crucell's entire business by Crucell to a J&J affiliate, followed by other appropriate steps, it added.
"This is referring to an empty box strategy, whereby J&J could transfer Crucell's assets to another company, leaving minorities with nothing," Petercam analyst Jan van den Bossche said.
The transaction was expected to have a dilutive impact to J&J's 2011 earnings per share of $0.03 to $0.05, the company said. The offer memorandum was expected to be published by the end of November and the transaction was expected to close in the first quarter of 2011, the companies said.
J&J bought its stake in Crucell, one of two major independent vaccine makers in Europe alongside Intercell, in September 2009 as part of a flu vaccine development deal.
Crucell is on the cusp of sharp sales growth for its paediatric vaccine Quinvaxem after a production failure at rival Shantha Biotechnics, which was bought by Sanofi-Aventis last year for 6.1 times annual sales. The J&J offer for Crucell is at 5.5 times estimated sales.
J&J would be the latest large pharmaceutical company to invest in vaccines, an area once disdained by business. Several vaccines that address new conditions have become blockbuster products, and vaccines in general are viewed as having lower patent risk.
Vaccines also stand to provide an entry for drugmakers into emerging markets, a focus for the drug industry as growth wanes in established countries.
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