OPINIONS OF LAZARD B.V.
LAZARD B.V. OPINION DATED OCTOBER 5, 2010
Rembrandt Tower 28th Floor Amstelplein 1 1096HA Amsterdam
Share Capital: € 25,000
KvK no: 33241304
VAT no: NL0013.93.005.B01
2301 CA Leiden
Attn: The Supervisory Board SWITCHBOARD
FAX +31 (0)20 5611160
+31 (0)20 5611150
5 October 2010
Dear Members of the Supervisory Board:
We understand that Crucell N.V. (the "Company") and Cilag Holding AG (the "Bidder"), an indirect wholly owned subsidiary of Johnson & Johnson, intend to sign a merger agreement today, a draft of which was provided to us on the date hereof, (the "Merger Agreement") setting forth the terms and conditions pursuant to which the Bidder expects to launch a public offer (the "Offer" or the "Transaction") for all of the outstanding ordinary shares of the Company other than the shares currently held, directly or indirectly, by Johnson & Johnson and its affiliates, including the Bidder (the "Excluded Shareholders"). Pursuant to the Merger Agreement, the Bidder intends to make a public offer to acquire all of the ordinary shares of the Company, including all ordinary shares of the Company represented by American Depositary Shares, in exchange for an amount in cash equal to Euro 24.75 per ordinary share of the Company (the "Consideration"). We further understand that as of the date hereof, Johnson & Johnson, directly or indirectly, holds approximately 17.9% of the ordinary shares of the Company.
While certain provisions of the Transaction are summarized herein, the terms and conditions of the Transaction are more fully set forth in the Merger Agreement.
You have requested the opinion of Lazard B.V. ("Lazard") as to the fairness, from a financial point of view, to the shareholders of the Company other than the Excluded Shareholders of the Consideration to be paid in the Transaction.
In connection with this opinion, we have:
(i) Reviewed the financial terms and conditions of the Offer as set forth in the Merger Agreement;
(ii) Analyzed certain historical business and financial information relating to the Company, including the annual reports of the Company for the three years ended December 31, 2007, 2008 and 2009, and the quarterly reports for the quarters ended 31 March 2010 and 30 June 2010;
(iii) Reviewed various financial forecasts and other data provided to us by the Company relating to its business;
(iv) Held discussions with members of the senior management of the Company with respect to the business and prospects of the Company;
(v) Reviewed public information with respect to the Company, including research analyst reports relating to the future financial performance of the Company;
(vi) Reviewed the prospectus published on 28 October 2009 in connection with the issuance of new shares by the Company;
(vii) Reviewed public information with respect to certain other companies in lines of business we believe to be generally comparable to the business of the Company;
(viii) Reviewed the financial terms of certain transactions involving companies in lines of businesses we believe to be generally comparable to those of the Company;
(ix) Reviewed the historical stock prices and trading volumes of the Company's stock; and
(x) Conducted such other financial studies, analyses and investigations as we deemed appropriate.
In preparing this opinion we have assumed and relied upon, without independent verification, the accuracy and completeness of all of the foregoing information, including, without limitation, all the financial and other information and reports provided, and all representations made, to us by the Company. We have not undertaken any independent investigation or appraisal of such information, reports or representations. We have not provided, obtained or reviewed on your behalf any specialist advice, including but not limited to, legal, accounting, actuarial, environmental, information technology or tax advice, and accordingly our opinion does not take into account the possible implications of any such specialist advice.
We have assumed that the valuation of assets (including all plant and equipment) and liabilities and the profit and cash flow forecasts, including future capital expenditure projections made by the management of the Company are fair and reasonable. We have not independently valued the principal assets or liabilities of the Company or conducted any valuation concerning the solvency or fair value of the Company. With respect to the financial forecasts and projections provided to us, we have assumed, with the Company's consent, that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of the management of the Company as to the expected future results of operations and financial condition of the Company to which such forecasts and projections relate. We assume no responsibility for and express no view as to such forecasts or projections or the assumptions on which they are based.
In preparing our opinion, we have assumed that the Transaction will be consummated on the terms and subject to the conditions described in the Merger Agreement without any modification of any of its material terms or conditions. We have also assumed that all material governmental, regulatory or other approvals and consents required in connection with the consummation of the Offer will be obtained without any reduction in the benefits of the Offer.
Further, our opinion is necessarily based on the economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion. In addition, changes in the healthcare sector and the laws and regulations applicable to such sector could affect the financial forecasts of the Company. We do not express any opinion as to the price at which ordinary shares of the Company may trade at any time.
We are acting as financial advisor to the Company in connection with the Transaction and will receive a fee for our services which is contingent on the Offer being declared unconditional. In addition, certain companies belonging to the Lazard Group may trade shares and other securities of the Company and Johnson & Johnson for their own account and for the accounts of their customers, and accordingly, may at any time hold a long or short position in such securities.