| AMSTERDAM/NEW YORK
AMSTERDAM/NEW YORK Johnson & Johnson (JNJ.N) is in talks to pay 1.75 billion euros ($2.3 billion) to buy Dutch biotech Crucell CRCL.AS as it seeks to catapult itself into the global vaccine market.
J&J, which already owns 17.9 percent of Crucell, said on Friday its potential cash offer valued Crucell shares at 24.75 euros, a 58 percent premium to Thursday's closing price.
Crucell shareholder Van Herk Group, which holds a 9.6 percent stake and is the second biggest investor after J&J, said the intended offer was "meager and too early." Analysts and bankers said a bidding war for Crucell was unlikely
J&J, the U.S.-based diversified healthcare giant, would be the latest large pharmaceutical company to invest in vaccines, an area once disdained as a low-margin business.
But several vaccines that address new conditions have become blockbuster products, and vaccines in general are viewed as having lower patent risk. Vaccine sales of the five biggest makers -- GlaxoSmithKline (GSK.L) , Sanofi-Aventi <SASY.PA, Merck (MRK.N) , Pfizer (PFE.N), Novartis NOVN.VX -- have nearly tripled to more than $20 billion in the past five years, according to market analysis company Datamonitor.
"It's another big drugmaker trying to get involved in the vaccine market, primarily because vaccines seem to be much more resilient in terms of patent longevity," said Matt Duffy, a healthcare analyst with BDR Research.
Vaccines also stand to provide an entry for drugmakers into emerging markets, a focus for the drug industry as growth wanes in established countries.
"As companies look toward the international markets, vaccines become a more important play and I think that's why we're seeing this level of interest from J&J and we've seen other companies interested in the space," Noble Financial Capital analyst Jan Wald said.
Crucell shares rose 55.5 percent to 24.41 euros. Shares in Austrian vaccine maker Intercell ICEL.VI rose 10.4 percent on takeover hopes, but Chief Executive Gerd Zettlmeissl told Reuters his company wanted to stay independent.
J&J shares fell 8 cents to $61.21 on the New York Stock Exchange.
"We believe the chances for success are high. The bid price on the remaining shares can be considered as a knock-out price and is substantially higher than the analysts' consensus target price," analyst Jan de Kerpel at KBC Securities said.
But Van Herk managing director Gertjan van der Baan told Reuters he had been in contact with other shareholders who share Van Herk's views and he would be contacting other investors as well as J&J to discuss the potential offer.
Van der Baan, who said Crucell's low risk nature and strong cash generation were undervalued by the market, said no decision had been taken yet on whether to tender the group's shares to a J&J offer, if it eventually emerges.
J&J has been flagged as a possible, but unlikely, rival bidder for U.S. biotech company Genzyme GENZ.O, the target of Sanofi-Aventis. One UK-based analyst, who declined to be named, said J&J was unlikely to bid for the two companies at the same time, but other analysts said the Crucell deal did not rule out J&J as a Genzyme suitor given J&J's financial muscle.
Crucell Chief Executive Ronald Brus said the potential deal with J&J, which does not have its own vaccine business, meant the world's sixth-largest vaccine producer can accelerate its development program.
"With the help of Johnson & Johnson we can increase our reach throughout the world significantly," Brus told reporters. "Together we feel we form a very strong team."
Brus said he intended to stay on and did not expect any lay-offs at Crucell, which makes vaccines against flu and childhood diseases and is developing products against yellow fever alongside research into tuberculosis and malaria.
Should the deal close, J&J said it would keep Crucell as its center of vaccines and maintain Crucell's headquarters in Leiden, the Netherlands.
New Jersey-based Johnson & Johnson, which makes prescription drugs and medical devices as well as Tylenol pain relievers and Band-Aid bandages, has seen its reputation take a hit in recent months over recalls of its consumer medicines.
Indeed, the Crucell deal comes on the heels of J&J's announcement on Thursday of the retirement of its longtime head of consumer products.
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 pediatric vaccine Quinvaxem after a production failure at rival Shantha Biotechnics, which was bought by Sanofi-Aventis last year for 6.1 times its annual sales.
The J&J offer for Crucell is at 5.5 times estimated sales.
Shantha lost prequalification status to supply the World Health Organisation (WHO) with its childhood vaccine in July.
Two industry bankers said the offer was unlikely to spark a bidding war for Crucell, given that rivals would have had the chance to bid for the Dutch company when it was up for sale roughly two years ago.
"People would have realized that it was available back then, and have not come in," one banker said.
Rabo Securities analyst Fabian Smeets said Britain's GlaxoSmithKline and Sanofi-Aventis, who have their own vaccine operations, were unlikely to bid as Swiss firm Novartis could then break a partnership in which it supplies components for Crucell's childhood vaccines.
But brokerage Jefferies International said Novartis and Pfizer might still be potential bidders. Takeover talks between Wyeth and Crucell broke down last year after Pfizer bid for Wyeth in a series of mega-mergers in the pharma industry.
J&J said on Friday its due diligence is largely complete, but any deal remained subject to negotiation of a definitive agreement and customary pre-offer conditions, including consultation with Crucell's works council and trade unions.
Brus said the deal could close by the end of the year and Crucell's supervisory and management boards would recommend shareholders tender their shares to the offer.
(Additional reporting by Nadia Damouni, Ransdell Pierson, Kate Kelland and Quentin Webb, Editing by Mike Nesbit, Michael Shields, Dave Zimmerman)