US health care major Johnson & Johnson is in talks to acquire Dutch biotech firm Crucell, for around 1.75 billion euros ($2.3 billion), in an all-cash deal.
Johnson & Johnson and Crucell are in advanced negotiations for an all-cash public offer of €24.75 per ordinary share of Crucell, the US company said in a release.
J&J, which already owns a 17.9 per cent stake in Crucell, said the potential cash offer of 24.75 euros is a 58 per cent premium to its Thursday's closing price.
Johnson & Johnson said it has filed documents with the US Securities and Exchange Commission in connection with its change in investment plans with respect to Crucell.
The transaction if realised would catapult Crucell to Johnson & Johnson's centre for vaccine development while Crucell's strength in the manufacture, discovery and commercialisation of vaccines would create a strong platform for Johnson & Johnson in the vaccine market.
Johnson & Johnson said it would maintain Crucell's existing facilities, retain Crucell's senior management and current employment levels, once the acquisition is completed. Crucell will also remain Leiden-based.
Johnson & Johnson also intends to keep Crucell as the center for vaccines within the
Both companies expect to retain the entrepreneurial culture that has fostered innovation and growth. Johnson & Johnson said it intended to continue to invest in the development of Crucell's products and pipeline.
Johnson & Johnson plans to retain two independent supervisory directors after closing of the deal till such time as is necessary for Johnson & Johnson to acquire all of the outstanding equity of Crucell, as per customary Dutch practice.
While the boards of directors of Johnson & Johnson and Crucell have given the go-ahead with the negotiations, a potential transaction would be subject to customary pre-offer conditions, including consultation with the relevant works council and trade unions, and customary offer conditions, it said.
The transaction is also subject to negotiation of terms of a definitive agreement and receipt of internal approvals of Johnson & Johnson management and the management and supervisory boards of Crucell, it added.
Crucell NV is a global biopharmaceutical company focused on research development, production and marketing of vaccines, proteins and antibodies. Crucell sold more than 115 million vaccine doses in over 100 countries around the world, with the vast majority of doses (97 per cent) going to developing countries.
Crucell is one of the major suppliers of vaccines to UNICEF and the developing world.