Intercell AG

euro adhoc: Intercell AG
Restructuring & Recapitalisations
Intercell AG launches a combined primary and secondary public offering for up to 7.8 million shares

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13.06.2006

Intercell AG, a vaccine company based in Austria, announced today the launch of a public offering for up to 7.8 million primary and secondary shares. Subject to the approval of the offering prospectus by the Austrian Financial Market Authority (FMA) the offer is expected to launch on Wednesday June 14, 2006:

» Share capital increase of up to 4.7 million new shares of common stock by way of an at-markets rights issue, entitling existing shareholders to subscribe for one new share for every seven existing shares held » Secondary share placement of up to 2.5 million existing shares of common stock by funds managed by private equity firms MPM Capital, TVM Capital, Star Ventures and Alpinvest » Secondary share placement of up to 0.6 million shares offered on behalf of management and employees to cover taxes and exercise price in connection with exercises of employee stock options » Novartis has committed to invest up to EUR 30 million in the purchase of common stock in this offering » The offering and subscription period will last from June 14 to June 29, 2006 » Trading of newly issued shares on the Vienna Stock Exchange is expected to start on July 4, 2006.

Intercell is launching a capital increase to finance the expansion of its operations. This step follows the recent successful progress within the company and the proven breakthrough potential of Intercell's product candidates and technologies, including positive Phase III clinical trial results and the agreement with Novartis for the marketing and distribution of Intercell’s leading product candidate, a prophylactic vaccine against Japanese Encephalitis, which was announced today.

The offering will consist of a public offering in Austria and private placements to institutional investors outside Austria.

Intercell intends to use the net proceeds for further organic growth of its promising vaccine pipeline, for the expansion of its manufacturing capacities and for general corporate purposes.

The final subscription and offer price will be determined after the expiry of the subscription and offer periods on or around June 29, 2006. It will be announced in the electronic media on or around June 29, 2006.

Intercell also announced today that the company has agreed to enter into a marketing and distribution partnership with Novartis for Intercell’s Japanese Encephalitis Vaccine in the United States, Europe and certain other markets. In connection with this agreement, Novartis has committed to invest up to EUR 30 million in the purchase of common stock in this offering, expressing its strategic interest in Intercell's Japanese Encephalitis vaccine and technology platforms.

Merrill Lynch International has been appointed as a global coordinator and the sole bookrunner. Erste Bank and Sal. Oppenheim jr. & Cie. will act as co-lead managers in this offering.

Intercell AG has two late-stage product candidates in development, including the Japanese Encephalitis Vaccine, as well as a vaccine product candidate for Hepatitis C in Phase II, partnered vaccine candidates for tuberculosis and S. aureus, which are in Phase I, and more than five other product candidates focused on infectious diseases in pre-clinical development.

Gerd Zettlmeissl, Intercell’s CEO, commented on the offering: "We are very happy with the successful progress of our proprietary product candidates through late-stage clinical trials.  Together with our leading strategic partners, we are now even more convinced of the enormous potential for new product candidates derived from Intercell’s technology platform. The net proceeds from this offering will allow us to maximize shareholder value through the preparation for commercialization of our Japanese Encephalitis Vaccine, the progress of our existing vaccine candidates in development and the further exploitation of our technology platform".

The offering at glance

Offer size: Up to 4,736,835 new shares of common stock and up to 3,068,165 existing shares of common stock

Selling Shareholders: Funds managed by private equity firms, MPM Capital, TVM Capital, Star Ventures and Alpinvest Partners Members of management board and employees to cover exercise price and tax resulting from the exercise of stock options

Novartis participation: Up to EUR30 million of common stock in connection with the marketing and distribution partnership for the Japanese Encephalitis Vaccine

Offer and subscription period: June 14, 2006 to June 29, 2006

Preferential Allocation: In the public offering in Austria, preferential allocation will be given to the first 750 shares of any retail order placed no later than 5:00 pm CEST on June 26, 2006.

Over - allotment option: Certain of the selling shareholders will grant an option to the initial purchasers to purchase up to 1,142,848 additional shares of common stock at the subscription and offering price solely to cover any over-allotments by Merrill Lynch International as stabilization manager.

Settlement date: July 4, 2006

ISIN: AT 0000612601

Vienna Stock Exchange ticker symbol: ICLL

The information contained herein is not for publication or distribution in the United States of America. This press release is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold in the United States absent registration under that Securities Act or an available exemption from it. Any offering of securities to be made in the United States will be made by means of an offering circular that may be obtained from Intercell AG and will contain detailed information about the company and management, as well as financial statements. This press release is not a prospectus and, to the extent that it may constitute an advertisement, does not constitute an offer to sell or the solicitation of an offer to purchase the shares or other securities of Intercell AG. Subject to the approval of the Austrian Financial Market Authority, it is anticipated that a prospectus will be published on June 13, 2006 and investors will be able to obtain a free copy from Intercell AG and Erste Bank der oesterreichischen Sparkassen AG. This communication expressly or implicitly contains certain forward-looking statements concerning Intercell AG and its business. Such statements involve certain known and unknown risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of Intercell AG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Intercell AG is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise. This press release is directed at and/or for distribution in the UK only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons being together referred to as "relevant persons").  This press release is directed only at relevant persons.  Any person who is not a relevant person should not act or rely on this press release or any of its contents. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.

Not for distribution in the United States, Canada and Japan.

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ots Originaltext: Intercell AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
Intercell AG
Mag. Katharina Wieser
Head of Corporate Communications
Tel. +43 1 20620-303
kwieser@intercell.com

Branche: Biotechnology
ISIN:      AT0000612601
WKN:        A0D8HW
Börsen:  Wiener Börse AG / official market



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