Published: 07:00 21.11.2006 GMT+1 /HUGIN /Source: Crucell N.V. /AEX: CRXL /ISIN: NL0000358562
Crucell Announces Acquisition of SBL Vaccin AB and Offering of New Ordinary Shares
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Crucell Announces Acquisition of SBL Vaccin AB and
Offering of New Ordinary Shares
Leiden, The Netherlands, November 21, 2006 - Dutch biotechnology company Crucell N.V. (Euronext, NASDAQ: CRXL; Swiss Exchange: CRX) announced today that it has signed an agreement for the acquisition of Stockholm-based SBL Vaccin AB (SBL) from 3i and SEB for a total consideration of €39.4 million in cash. It is expected that the acquistion will be completed on Thursday, November 23, 2006.
In addition, Crucell today announced that it intends to raise €80 million through the issue of new ordinary shares. The proceeds will be used to fund the acquisition of SBL, refinance the acquisition of Berna Products Corporation completed on October 2, 2006 and repay outstanding debt of Berna Biotech AG.
Acquisition highlights:
SBL's main product Dukoral® is a market leading oral vaccine against cholera, which will further expand and strengthen Crucell's travel vaccines franchise
The acquisition further strengthens Crucell's sales organization in Scandinavia
SBL generated approximately €25.2 million in revenues in 2005, EBIT amounted to €2.6 million and cash flow was €0.6 million
Through Q3 of 2006 SBL generated €17.6 million in revenues, €0.5 million in EBIT and €2.7 million in cash flow
SBL is a fully integrated independent Swedish biotechnology company employing 120 people. SBL's main product is Dukoral®, an oral vaccine which offers protection against cholera and is registered in more than 50 countries excluding the US. Dukoral® is also registered in the same countries (excluding the EU and Australia) to protect against ETEC (travelers' diarrhea). Sales have increased by more than 60% since 2004. In 2005 sales exceeded €14 million (SEK 125 million).
In addition, SBL is the leading sales and distribution organization for vaccines in Scandinavia. The company markets a broad range of vaccines sourced from global vaccine companies including Crucell. Revenues related to the distribution of third party products amounted to approximately €11 million (SEK 100 million) in 2005.
Revenues for the nine-month period ended September 30, 2006 amount to €17.6 million. EBIT for the nine months ended September 30, 2006 amount to €0.5 million, compared to €2.6 million for the full year 2005. The 2006 EBIT reflects seasonality and mix in revenue patterns. Cash flow for the nine-month period ended September 30, 2006 amount to €2.7 million and include certain one-time payments. Cash flow for full year 2005 was €0.6 million.
Crucell acquired Berna Products Corporation, now part of Crucell Vaccine Inc., in the US on October 2, 2006. The acquisition of SBL further expands Crucell's global sales reach and strengthens its sales organization through SBL's strong presence in the Scandinavian markets. Furthermore, SBL's main product, Dukoral®, strengthens Crucell's portfolio of travel vaccines, which includes Epaxal® and Vivotif®.
"The acquisitions of SBL and Berna Products Corporation both fit perfectly in our strategy to further expand our travel vaccines portfolio," said Crucell's CEO Ronald H.P. Brus. "We now have access to 'best in class' marketing & sales capabilities, which we will use to accelerate future sales growth and support new product launches."
Equity offering
In conjunction with the acquisition of SBL, Crucell intends to raise €80 million through the issue of new ordinary shares. The proceeds of the offering will be used for:
Funding the acquisition of SBL (€39.4 million)
Refinancing the acquisition Berna Products Corporation (€14 million) including related costs
Repayment of outstanding mortgage loans held in Berna Biotech AG (€19 million)
Additional proceeds (net of transaction costs) will be used for general corporate purposes
The issue of new ordinary shares will be executed by way of an accelerated book built offering ("Offering") to be launched immediately following this announcement. Based on the closing price of Crucell shares on Euronext Amsterdam on Monday, November 20, 2006 of €18.45, an €80 million equity issue would result in the issue of approximately 4.3 million new shares, representing approximately 7.3% of the current outstanding share capital of Crucell. The Offering will be structured as a private placement of shares in the Netherlands and elsewhere, subject to restrictions, to eligible institutional investors only.
ABN AMRO Rothschild will be conducting the Offering as sole lead manager and bookrunner. The bookbuilding process is expected to close by the end of business on November 21, 2006, but may be closed earlier or later at the discretion of ABN AMRO Rothschild.
The Offering is conditional upon the admission of the new ordinary shares to listing and trading on Euronext Amsterdam N.V.'s Eurolist by Euronext and certain other customary conditions. Application for admission to listing and trading will be made. Barring unforeseen circumstances, it is currently expected that settlement of the Offering will take place on Friday, November 24, 2006.
The issue of new ordinary shares is not conditional upon closing of the acquisition or the approval of Crucell's shareholders. If the acquisition of SBL is not completed, proceeds from the equity offering will be used for general corporate purposes.
On the assumption that the equity offering is completed, Crucell has undertaken not to issue any additional shares for a period of 180 days, subject to exceptions customary in offerings of this nature.
No prospectus has been or will be published in connection with the placing of the new ordinary shares. The number of shares to be included in the equity issue will be less than 10% of the total of 59.4 million outstanding shares of Crucell as of November 21, 2006.
When issued, the new ordinary shares will rank pari passu in all respects with Crucell's existing issued ordinary shares.
Outlook
Crucell published its third quarter results on November 14, 2006 and held an Analyst Meeting on November 16, 2006. Crucell narrowed the range for its revenue guidance for the year, which it now expects to be in the €140 million to €150 million range. Fourth quarter revenues are expected to be strong due to strong influenza vaccine sales, which are concentrated in the fourth quarter due to the late start of the influenza season this year. Moreover, sales of its new Quinvaxem(TM) pediatric vaccine have first started in October 2006. The total decrease in cash over 2006, excluding the cash acquired in the Berna Biotech