Shareholders of the Swiss vaccines firm Berna Biotech voted on Wednesday in favour of a planned takeover by Dutch biotechnology company, Crucell.
The deal, valued at SFr591 million ($461.3 million), was given the blessing by Crucell shareholders on Tuesday, hours after Novartis declined to make a counter-offer to Crucell's bid.
Despite harsh criticism voiced at the meeting, Berna shareholders voted 88 per cent in favour of the takeover. By the same margin, they also elected three Crucell top managers to the Berna board.
Crucell, which has never posted a profit, intends to merge the two firms to make a larger vaccines player.
Under the terms of the deal for Berna - endorsed by its board of directors, Crucell offered 0.447 new Crucell shares per Berna share, worth about SFr15.50.
If all shareholders of Berna tender their shares and the exchange offer is declared successful, Crucell will issue up to a maximum of 18 million ordinary shares to the shareholders of Berna, Crucell said in a statement.
As a result, Crucell and Berna's current shareholders will own about 67 per cent and 27 per cent, respectively, of the new Crucell.
Turnover at Crucell last year was €22.6 million (SFr34.9 million), representing a three-fold increase over the previous year, with net loss of €21.3 million.
The figures contrast rather heavily with those of Berna, which last year recorded turnover of SFr204.6 million and a net loss of SFr23.3 million, put down to pre-investments into growth and innovation.
These alone would indicate that that the classic case of big fish swallowing small fry does not apply here.
Berna's CEO Kuno Sommer has explained that the smaller of the two companies is taking over the larger because of Crucell's much higher value at the stock exchange.
When Crucell's pre-announcement of its offer was made, the company was valued by the bourse at more than €1 billion, compared with €380 million for Berna.
Crucell, which is based in Leiden, is valued higher by investors because of its promising prospects. When it announced its 2004 figures, for example, the company said that all its product programmes were "on target".
It is focused on developing vaccines and antibodies that prevent and treat infectious diseases, including Ebola, influenza, malaria, West Nile virus and rabies.
The new Crucell will keep Leiden as its headquarters and the name Berna Biotech will disappear.
But research and development as well as production of vaccines will continue in Bern, with growth possibilities resulting from the merger expected to swell staff numbers.
The two CEOs, Ronald Brus of Crucell and Berna's Sommer, have emphasised that the two companies complement each other to a large extent.
Crucell is known for its future-oriented technologies, while Berna has made its name by producing tried and trusted vaccines and has a promising pipeline.
The new Crucell is set to become the world's number one independent vaccine producer ahead of companies that include Baxter, CSL and Solvay.
swissinfo with agencies
2004 financial figures:
Berna turnover: SFr204.6 million.
Net loss: SFr23.3 million
Crucell turnover: €22.6 million (SFr34.9 million)
Net loss: €21.3 million (the smallest loss in its history)
Berna was founded in 1898 as the Swiss Serum and Vaccine Institute. It develops and produces vaccines against tetanus, diphtheria, measles, typhoid, as well as Hepatitis A and B. The company employs a staff of 750, of which 400 work in Bern.
Crucell's origins go back to 1993 when three researchers founded the biotechnology company Introgene to look into the emerging field of gene therapy. It merged with another Dutch company U-Bisys in 2000 to form Crucell. It now focuses on vaccines and antibodies against Ebola, influenza, malaria, West Nile virus and rabies. The firm employed 210 people at the end of 2004.
Berna was first listed on the Swiss stock exchange in 2001, while Crucell went public in 2000.
Berna shares have risen by almost 50% over the past 12 months.
In compliance with the JTI standards