Crucell NV |CRXL
Johnson & Johnson |JNJ

Deal value $2.8 billion

Spread 01/31/11 45 cents, or 1.3%

Johnson & Johnson's $2.8 billion deal for Dutch vaccines company Crucell NV runs up against its shareholder vote and tender offer termination in coming days.

The Crucell deal, which J&J announced in October at €24.75 per share, ran into some doubts when production of Crucell vaccines Quinvaxem and Hepavax-Gene was suspended at a plant in South Korea over contamination concerns. The company seems to have resolved that issue and resumed production. But J&J must achieve a threshold of 80% shareholder support for the deal, and there is some friction over that point.

The deal itself followed a September joint venture agreement through which J&J took a 17.9% stake in Crucell for €302 million ($412 million) related to a flu vaccine development pact. The tender offer expires Feb. 16, following a Feb. 8 Crucell shareholder meeting regarding changes to the company's corporate structure.

Some Crucell shareholders, most notably Van Herk Management Services BV, which disclosed an increased stake of 11.7% in Crucell in late January, have raised doubts over the price. The J&J offer threshold of 80%, which requires a ruling by the U.S. Internal Revenue Service, might be lowered. According to the offering document, J&J may have an option to reduce the minimum condition to a simple majority.

Talecris Biotherapeutics Holdings|TLCR
Grifols SA

Deal value $3.6 billion

Spread 01/31/11 $4.40, or 17.9%

The antitrust review of Grifols SA's $3.6 billion merger with Talecris Biotherapeutics Holdings Corp. runs up against a deadline at the end of February. The deal has been in a second request at the Federal Trade Commission since early August. Grifols extended a timing agreement with the agency to the end of February at the request of the FTC staff.

The regulators moved to block a prior merger of Talecris and its Australian competitor CSL Ltd. in 2009 over concerns about consolidation in the plasma- protein market and potential price fixing. The Talecris and Grifols combination can be seen as a consolidation of the market to four players, from five, but it has been further complicated by the loss of plasma product from a recall by Octapharma AG in September. The merger agreement requires Grifols to pay a termination fee of $375 million if it fails to get the transaction past antitrust regulators.

Airgas Inc. |ARG
Air Products and Chemicals Inc. |APD

Deal value $5.9 billion

Spread 01/31/11 $7.62, or 12.2%

The epic takeover battle between Airgas Inc. and industrial gas competitor Air Products and Chemicals Inc. awaits a decision in Delaware's Court of Chancery over the Airgas poison pill.

Airgas claims that Air Products' $70 per share offer, which was revised up Dec. 9 and termed "best and final," is inadequate. As the industry multiples have expanded since the date of the Air Products offer, the offer does not represent an adequate premium for a change of control, and Airgas "at this time" is worth at least $78 per share, Airgas says.

Delaware traditionally has upheld poison pills, but there is a reasonable chance that Delaware Chancellor William B. Chandler III will decide that the Airgas pill has done its duty in allowing the board time to seek out alternative bids and get Air Products to raise its offer. Rather than challenge the underpinning of the poison pill itself, Chandler might establish that after a year or so, a pill no longer serves shareholders and they should be allowed to make an informed decision about a tender offer.