CRXL » Topics » Berna shall inform Crucell if it should decide to provide such due diligence access.

This excerpt taken from the CRXL 20-F filed Jul 6, 2006.

Berna shall inform Crucell if it should decide to provide such due diligence access.

3.8                                 Berna shall make all notifications and filings and take all actions which may be necessary to procure or support the fulfilment of the conditions to the Public Offer set out in Sections (b) (merger control and other approvals), (d) (changes of Berna’s articles of incorporation removing the provisions restricting the transfe­rability of the Berna Shares), (e) (the amendments of the articles of incorporation have been entered into the commercial register), (f) (registration with voting rights), (i) (election of board members) of Annex 2.3 as expeditiously as practicable and to use its commercially reasonable endeavours to procure and support the fulfilment of these conditions. Berna shall keep Crucell informed on the progress of the fulfilment of these conditions and promptly upon fulfilment deliver to Crucell appropriate evidence, such as amended articles of incorporation, excerpts of the commercial register, and minutes of the extraordinary meeting(s) of the Berna shareholders.

9




 

3.9                                 On or by the day on which the conditions set out in Section (d) of Annex 2.3 (changes of Berna’s articles of incorporation removing the provisions restricting the transferability of the Berna Shares) are satisfied, the Berna Board shall resolve to register Crucell as a shareholder with voting rights with respect to all Berna Shares that Crucell or any of its Subsidiaries may acquire as a result of the Public Offer or otherwise. Upon settlement of the Public Offer, the Berna Board shall promptly register Crucell and its Subsidiaries in Berna’s shareholder register as shareholders with voting rights with respect to all Berna Shares that Crucell or its Subsidiaries have acquired as a result of the Public Offer or otherwise.

3.10                           On the first trading day following the end of the Offer Period, the chairman and the CEO of Berna shall deliver to Crucell a certificate dated that day confirming in writing, to the best of their knowledge, the satisfaction of the conditions to the Public Offer set out in Sections (b) (merger control and other approvals), (c) (no court or other decision) and (g) (no material adverse effect) of Annex 2.3.

3.11                           Berna shall use commercially reasonable efforts to procure the tender of the Berna Shares by the Berna shareholders. In particular, without limitation, it shall

3.11.1                  support and assist in the preparation and procure the participation of the relevant members of its board of directors and management in road shows, marketing events and marketing materials;

3.11.2                  directly liaise with OrbiMed Advisors in order to convince them to tender the Berna Shares represented by them (or to privately sell their share if held in the US or by US persons);

3.11.3                  encourage the retail shareholder base in Switzerland as well as its employees to tender their Berna Shares.

Attached as Annex 3.11 are the undertakings of members of Berna’s board of directors that - except in case of a Superior Offer - they will tender the Berna Shares directly owned or controlled by them in the Public Offer. For the indirectly owned or controlled Berna Shares, Berna’s board members will undertake their best efforts to have them tendered.

This excerpt taken from the CRXL 20-F filed Jun 30, 2006.

Berna shall inform Crucell if it should decide to provide such due diligence access.

3.8                                 Berna shall make all notifications and filings and take all actions which may be necessary to procure or support the fulfilment of the conditions to the Public Offer set out in Sections (b) (merger control and other approvals), (d) (changes of Berna’s articles of incorporation removing the provisions restricting the transfe­rability of the Berna Shares), (e) (the amendments of the articles of incorporation have been entered into the commercial register), (f) (registration with voting rights), (i) (election of board members) of Annex 2.3 as expeditiously as practicable and to use its commercially reasonable endeavours to procure and support the fulfilment of these conditions. Berna shall keep Crucell informed on the progress of the fulfilment of these conditions and promptly upon fulfilment deliver to Crucell appropriate evidence, such as amended articles of incorporation, excerpts of the commercial register, and minutes of the extraordinary meeting(s) of the Berna shareholders.

9




 

3.9                                 On or by the day on which the conditions set out in Section (d) of Annex 2.3 (changes of Berna’s articles of incorporation removing the provisions restricting the transferability of the Berna Shares) are satisfied, the Berna Board shall resolve to register Crucell as a shareholder with voting rights with respect to all Berna Shares that Crucell or any of its Subsidiaries may acquire as a result of the Public Offer or otherwise. Upon settlement of the Public Offer, the Berna Board shall promptly register Crucell and its Subsidiaries in Berna’s shareholder register as shareholders with voting rights with respect to all Berna Shares that Crucell or its Subsidiaries have acquired as a result of the Public Offer or otherwise.

3.10                           On the first trading day following the end of the Offer Period, the chairman and the CEO of Berna shall deliver to Crucell a certificate dated that day confirming in writing, to the best of their knowledge, the satisfaction of the conditions to the Public Offer set out in Sections (b) (merger control and other approvals), (c) (no court or other decision) and (g) (no material adverse effect) of Annex 2.3.

3.11                           Berna shall use commercially reasonable efforts to procure the tender of the Berna Shares by the Berna shareholders. In particular, without limitation, it shall

3.11.1                  support and assist in the preparation and procure the participation of the relevant members of its board of directors and management in road shows, marketing events and marketing materials;

3.11.2                  directly liaise with OrbiMed Advisors in order to convince them to tender the Berna Shares represented by them (or to privately sell their share if held in the US or by US persons);

3.11.3                  encourage the retail shareholder base in Switzerland as well as its employees to tender their Berna Shares.

Attached as Annex 3.11 are the undertakings of members of Berna’s board of directors that - except in case of a Superior Offer - they will tender the Berna Shares directly owned or controlled by them in the Public Offer. For the indirectly owned or controlled Berna Shares, Berna’s board members will undertake their best efforts to have them tendered.

EXCERPTS ON THIS PAGE:

20-F
Jul 6, 2006
20-F
Jun 30, 2006
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki