direct/ Crucell N.V. (NL) - CRUCELL AND BERNA BIOTECH: TOGETHER CREATING THE LEADING INDEPENDENT VACCINE COMPANY

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

This announcement and related materials do not constitute an offer for Berna shares. An offer is expected to be made in due course as set out in this press release.

Furthermore, this press release is not a pre-announcement within the meaning of Swiss takeover laws, is not binding and has no legal effects, whatsoever. Only the German and the French versions of the formal pre-announcement (the "Pre-announcement") that are being published by electronic and Swiss print media are legally relevant for purposes of Swiss takeover laws. Please consult these formal Pre-announcements for relevant information on the prospective offer.

Crucell N.V. ("Crucell") to launch recommended public exchange offer for Berna Biotech A.G. ("Berna")

Leiden/Berne, 1 December 2005: Crucell, a Dutch biotechnology company, and Berna, an established Swiss vaccines company, jointly announced today that Crucell plans to launch a recommended all share offer for the shares of Berna at an exchange ratio of 0.447 shares of Crucell for each Berna share.

The offer values Berna at CHF 15.72 per Berna share based on the closing price of Crucell yesterday, Wednesday November 30th, and equals a total Berna equity value of approximately CHF 591.0 million (EUR 381.3 million). This represents a premium of 27.3% to yesterday´s closing price, 23.3% premium to Berna´s 1 month trading average and 25.4% premium to Berna´s 3 months trading average. Assuming full take-up of the offer, Crucell and Berna´s current shareholders will own approximately 72.7% and 27.3%, respectively, of the combined entity.

The Board of Directors of Berna fully supports this offer and recommends shareholders to accept the offer. Crucell will declare the offer unconditional if at least 67% of the shares are tendered and if certain other conditions are met in accordance with Swiss takeover rules. The exchange offer is expected to launch mid-December 2005 and to remain open until 20 January 2006. The transaction is expected to close in February 2006.

The combination of Crucell and Berna will create the leading independent vaccine company combining marketed products with a broad and attractive pipeline. This combination will generate growing revenues from vaccine sales and technology licensing and royalties. The new company will have a fully integrated infrastructure for in-house development, production and marketing of future products. The combined entity has a cash position in excess of EUR 200 million as of 30 June 2005.

"The combination of our companies will enable us to effectively compete and achieve critical mass in operations as the leading independent vaccine player," commented Ronald Brus, CEO of Crucell. "In addition, the combination has the financial strength to fully exploit the companies´ high innovation potential. The new company will leverage existing leadership and know-how in vaccines to further expand into proprietary and higher-growth therapeutic areas such as antibodies and proteins."

"Our companies combine over 100 years of vaccine history and experience, with new technology standards providing a platform for an attractive short-, mid- and long-term growth potential," added Kuno Sommer, CEO of Berna. "The combination can further leverage the existing broad partnership network of both companies and attract additional licensing partners in the vaccine, biotech and pharmaceutical industries."

Organizational structure

Chief Executive Officer of the combined company will be Ronald Brus. The company will operate under the name Crucell N.V. and will have its legal headquarters in The Netherlands.

Kuno Sommer and Simon Rothen, members of Berna´s Executive Committee, will join the Management Committee of the combined company. In addition, John Lambert, previously President of Chiron Vaccines and President of Aventis Pasteur MSD, will also serve on the Management Committee responsible for strategy and the integration of both companies.

The Management Committee of the combined company will be as follows:

- Chief Executive Officer: Ronald Brus, currently CEO of Crucell
- Chief Business Officer: Kuno Sommer, currently CEO of Berna
- Chief Financial Officer: Leon Kruimer, currently CFO of Crucell
- Chief Scientific Officer: Jaap Goudsmit, currently CSO of Crucell
- Chief Operations Officer: Simon Rothen, currently COO of Berna
- Strategy and Integration: John Lambert
- General Counsel and Corporate Secretary: René Beukema, currently General Counsel and Corporate Secretary of Crucell

The Crucell Supervisory Board will nominate Jürg Witmer, Dominik Koechlin and Claude Thomann for a statutory term of four years to serve as Supervisory Board members of the combined entity.

Preliminary timetable

The exchange offer is expected to launch mid-December 2005 and to remain open until 20 January 2006. The transaction is expected to close in February 2006. In addition to its Euronext and Nasdaq listing, Crucell also intends to apply for the listing of its shares on the SWX Swiss Exchange.

Crucell will convene an extraordinary shareholders´ meeting for shareholders´ approval with regard to the transaction and to propose the aforementioned election of the three new members to the Supervisory Board. Berna will convene an extraordinary shareholders´ meeting to vote on the removal of the transfer restrictions and the election of certain board members proposed by Crucell.

Full year 2005 results of Crucell will be available on 24 January 2006.

Citigroup and ABN AMRO are acting as financial advisors to Crucell. UBS Investment Bank is acting as exclusive financial advisor to Berna.

The proposed transaction is subject to Swiss law and takeover laws.

Press conference & Additional information

A press conference to present the intended offer will be held today at 11.00 CET, 1 December 2005, at the Hotel Allegro, Kornhausstrasse 3 in Berne, Switzerland.

Afterwards, Crucell and Berna management will hold a conference call/audiowebcast joint investor presentation at 12.30 CET. To participate in the presentation, please call one of the following numbers prior to commencement of the presentation:

Analyst call (12.30 - 13.30 CET): Toll free +800 363 384 64
Analyst call (back up): +31 (0) 45 631 6901

Or, alternatively access the live audiowebcast via the website of Crucell at www.crucell.com.

Following the presentation will be a question and answer session. To participate in the question and answer portion of the presentation, please call the same aforementioned telephone numbers.

The presentation will be available for replay shortly after the completion of the live version and will be active for approximately two months. Electronic versions of the presentation slides will also be available at: www.crucell.com.

Investor relation contacts at the respective companies are the following:

Crucell
Harry Suykerbuyk
Director of Investor Relations and Corporate Communications
tel. +31 (0) 71524 8718
h.suykerbuyk@crucell.com

Berna Biotech
Patrik Richard
Corporate Secretary
tel. +41 31 980 64 91
patrik.richard@bernabiotech.com

The formal Pre-Announcement of the offer will be published on electronic media and Swiss print media and will also be available at both the Crucell and Berna websites.

About Crucell

Crucell N.V. (Euronext and NASDAQ Exchanges: CRXL) 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. For more information, please visit www.crucell.com.

About Berna

Berna Ltd (Swiss Exchange: BBIN) develops, produces and markets vaccines and immunotherapeutics for private and public markets worldwide. Headquartered in Berne, Switzerland, with subsidiaries in Europe and Korea, Berna is a fully integrated vaccines company, employing around 700 people. Berna´s range of novel and validated proprietary technology platforms support a strong product portfolio. The company markets its core vaccine products in the field of hepatitis B/pediatric, respiratory and travel vaccines and has a broad development pipeline. Development is supported through alliances with academic and commercial partners. Further information on Berna please visit: www.bernabiotech.com.

Citigroup Global Markets Limited ("Citigroup") and ABN AMRO Bank N.V. ("ABN AMRO") are acting as financial advisors for Crucell and no one else in connection with the intended offer and will not be responsible to any other person for providing the protections afforded to clients of Citigroup and ABN AMRO or for providing advice in relation to the intended offer.

UBS AG ("UBS") is acting for Berna and will not be responsible to any other person for providing the protections afforded to clients of UBS or for providing advice in relation to the intended offer.

Restrictions

The intended offer will not directly or indirectly be made in a country or a jurisdiction, or to such persons, in which or to which such offer would be illegal or otherwise violate applicable law or regulations or which would require Crucell to change the terms or conditions of the offer in any way, to submit an additional application or filing or to perform additional actions in relation to any state, regulatory or legal authorities. It is not intended to extend the offer to any such country or such jurisdiction or to persons in such country or jurisdiction. Documents relating to the offer must neither be directly or indirectly distributed in such countries or jurisdictions nor be sent to such countries or jurisdictions. Such documents must not be used for the purpose of soliciting the purchase of securities of Berna by anyone from such countries or jurisdictions.

The intended offer will not be made in or into the United States of America and may only be accepted outside the United States of America. Accordingly, copies of this press release are not being made and should not be mailed or other­wise distributed or sent in, into or from the United States of America, and per­sons receiving this press release (including custodians, nominees and trustees) must not distribute or send them into or from the United States of America.

This announcement does not constitute an offer of securities for sale in Switzerland, the United States or any other jurisdiction. The securities referenced in this announcement may not be offered or sold in the United States or to or for the benefit of US persons (as such term is defined in Regulation S pursuant to the U.S. Securities Act of 1933, as amended (Securities Act)) unless they are registered pursuant to the Securities Act or pursuant to an available exemption therefrom. The issuer of the securities has not registered, and does not intend to register, any of these securities and does not intend to conduct a public offering of securities in the United States.



This release was published on openPR.