SEC Division of Trading and Markets no-action letter: Offer by Crucell N.V. for Shares of Berna Biotech A.G.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
DIVISION OF
MARKET REGULATION
January 5,2006
Ashar Qureshi, Esq.
Cleary Gottlieb Steen & Hamilton LLP
55 Basinghall St.
London EC2V 5EH, England
United Kingdom
Re: Offer by Crucell N.V. for Shares of Berna Biotech AG TP No: 06-28 Dear Mr. Quershi:
This is in response to your letter dated January 5,2006. A copy of that letter is attached with this response. By including a copy of your correspondence, we avoid having to repeat or summarize the facts you presented. The defined terms in this letter have the same meaning in your letter, unless otherwise noted. The United States Securities and Exchange Commission (Commission) herby grants an exemption from Rule 14e-5 under the Securities Act of 1934 (Exchange Act) on the basis of your representations and the facts presented, but without necessarily concurring in your analysis, particularly in light of the following facts:
The Offer is required to be conducted in accordance with Swiss law, in particular the Federal Stock Exchange and Securities Trading Act and the Swiss Takeover Board's Ordinance on Public Tender offers; Berna Biotech A.G. ("Berna"), a joint stock company incorporated pursuant to the laws of Switzerland, is a foreign private issuer as defined in Rule 3b-4(c) under the Exchange Act;