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» Intercell AG ("Intercell") to acquire Iomai Corporation ("Iomai")
in a fully recommended share/cash transaction for USD 6.60 per
share of Iomai´s common stock representing a fully diluted equity
value of Iomai of approximately USD 189 million (EUR 122 million).
Acquisition to be accomplished through stock-for-stock exchange for
approximately 41 percent of Iomai´s current shares outstanding held
by major shareholders for approximately 1.7 million Intercell
shares (representing approximately four percent of Intercell´s
total outstanding shares), and an all-cash merger for the remaining
fully diluted outstanding shares of Iomai´s common stock for
approximately USD 119 million (EUR 77 million).
» The deal creates a leading Traveler´s Vaccine portfolio by
combining Intercell´s Japanese Encephalitis vaccine with Iomai´s
needle-free Travelers' Diarrhea vaccine. The Travelers' Diarrhea
vaccine is planned to enter pivotal Phase III trials in the first
half of 2009 and is based on the only advanced needle-free vaccine
patch technology in the industry. Through the transaction Intercell
gains access to a further product generating technology platform.
» Valuable expansion of Intercell´s pipeline and leveraging
Intercell´s late stage product development and industrialization
expertise with two further programs in clinical development
including a vaccine patch for pandemic influenza in Phase II.
» Intercell will finance the cash component of the transaction
consideration of approximately USD 119 million (EUR 77 million)
comfortably from existing reserves and expects to maintain
profitability in 2008.
Vienna (Austria), Gaithersburg (Maryland, USA), May 12, 2008 -
Intercell AG (VSE: ICLL) and Iomai Corporation (NASDAQ: IOMI)
announced today that they have entered into a definitive agreement
pursuant to which Intercell will acquire Iomai for USD 6.60 per share
representing a fully diluted equity value of approximately USD 189
million (EUR 122 million). The transaction has been unanimously
approved by the Boards of Directors of both companies and is subject
to customary closing conditions including antitrust clearances,
clearance by the Committee on Foreign Investment in the United States
and the approval of the holders of a majority of Iomai´s shares.
Shareholders holding over 50 percent of Iomai´s total shares
outstanding have entered into agreements to vote in favour of the
Intercell will gain full rights to Iomai´s late stage Travelers'
Diarrhea vaccine which is based on Iomai´s proprietary needle-free
patch delivery vaccine technology and has shown positive interim
Phase II efficacy data. The Travelers' Diarrhea vaccine is expected
to enter pivotal Phase III trials in the first half of 2009. If
approved, the medical use of Iomai´s Travelers' Diarrhea vaccine will
be highly complementary with Intercell´s Japanese Encephalitis
vaccine for which a Biologics License Application was successfully
submitted to the US Food and Drug Administration in December 2007,
and for which Intercell expects market approvals in the US, Europe
and Australia in 2008. Together, both vaccines create an extremely
attractive Traveler´s Vaccine franchise which will target a combined
market opportunity of over USD 1 billion in sales per year.
Commenting on the transaction, Gerd Zettlmeissl, CEO of Intercell,
said: "This transaction further expands our leadership in vaccine
innovation, greatly enhances Intercell´s R&D technology base and
further strengthens our late stage vaccine portfolio. Building on
our proven experience in industrialization and in moving novel
products to the market, Intercell is fully committed to becoming the
leading pure play vaccine company globally. We look forward to
welcoming Iomai´s employees to Intercell and are excited by the
potential of the combined group to create significant value for all
Stanley C. Erck, President and CEO of Iomai, said: "We have built a
dynamic and scientifically driven organisation. This strategic
combination with Intercell will create a stronger, more diversified
vaccine company and will accelerate the development of Iomai´s
vaccine programs and fully leverage our innovative TCI technology.
We believe this transaction is in the best interest of all parties,
including shareholders, employees and ultimately patients."
Intercell will also gain full rights to two additional clinical and
three preclinical programs under development, the most advanced being
an immunostimulant vaccine patch in Phase II for pandemic influenza.
This patch is designed to enhance the immune response compared to
injected pandemic influenza vaccines. If successful, it would have
the effect of expanding limited vaccine supplies by allowing public
health officials to use fewer or lower doses of the vaccine. The
vaccine patch has recently generated positive interim immunogenicity
data in a 500-subject Phase I/II study with a one-dose application.
The program is funded by a grant from the United States Department of
Health and Human Services.
Iomai´s pioneering work in transcutaneous immunization (TCI)
technology has led to the development of a simple and promising
needle-free vaccine patch. This highly innovative vaccine delivery
system provides a potential future alternative to current injected
vaccines. TCI technology has the potential to enhance the efficacy
of existing vaccines, replace current vaccines that have a cumbersome
mode of administration and enable the development of new vaccines
that are not viable to be delivered via an injection.
Iomai´s TCI technology strengthens Intercell´s position as an
innovative vaccine company and is highly complementary with its
proprietary antigen identification and adjuvant vaccine technology
platforms (AIP® and IC31®). TCI adds an important third arm to
Intercell´s leading vaccine technologies, specifically a delivery
platform for antigens and adjuvants that can facilitate the
development of a broad range of in-house and partnered vaccine
products. Both companies have already partnered technologies with
Merck & Co., Inc., the most recent one being Iomai´s agreement to
conduct proof-of-principle preclinical studies evaluating the use of
its needle-free immunostimulant patch. Intercell plans to further
leverage the TCI technology by applying it to other vaccines in its
development pipeline, such as its Pneumococcus vaccine candidate.
Furthermore, Iomai´s vaccine patch has the potential to provide
cheaper and more effective medication to those living in endemic
areas, in particular high risk groups such as children and the
elderly located in developing countries in Africa, Asia and Latin
Under the terms of the merger agreement, Intercell will acquire Iomai
for USD 6.60 per share of Iomai´s common stock representing a fully
diluted equity value of Iomai of approximately USD 189 million (EUR
122 million). The consideration will be paid in cash and stock.
Iomai´s public shareholders, representing approximately 59 percent of
Iomai´s outstanding common stock will receive cash. Certain of
Iomai´s largest shareholders, together representing approximately 41
percent of Iomai´s outstanding common stock, have agreed to exchange
their shares for Intercell stock at an exchange ratio corresponding
to a value of USD 6.60 per share of Iomai common stock upon closing.
The combination is structured as a share exchange together with a
merger of Iomai and a US subsidiary of Intercell. Certain of Iomai´s
largest shareholders (and their affiliates), which together represent
over 50 percent of Iomai´s outstanding common stock, have agreed
pursuant to a voting agreement with Intercell that they will vote
their shares in favour of the merger.
The transaction has been unanimously approved by the Boards of
Directors of both companies and is subject to customary closing
conditions, including the approval of the merger by a majority of
shareholders of Iomai at a special shareholder meeting to be held as
soon as practical, receipt of antitrust clearances and clearance by
the Committee on Foreign Investment in the United States. Intercell
and Iomai expect the transaction to close before the end of the third
quarter of 2008.
Based on Intercell´s closing share price as of 9 May 2008, Intercell
would issue approximately 1.7 million Intercell shares from
authorized capital as consideration, the final number of Intercell
shares to be determined shortly before the closing of the
transaction. Intercell will fund the cash component of the
transaction from existing cash reserves and expects to maintain
profitability in 2008.
Merrill Lynch International acted as exclusive financial adviser to
Intercell and Cowen and Company provided a financial fairness opinion
to Iomai´s Board of Directors.
Analyst/Shareholder Conference Call
A conference call on the transaction together with Intercell´s Q1
2008 results will be held by Intercell and Iomai´s senior managements
on May 13, 2008 at 8:30 a.m. CET (7:30 a.m. GMT). A webcast replay
of the conference call will be made available on Intercell´s website.
For further information please go to www.intercell.com.
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