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Intercell AG

euro adhoc: Intercell AG
Mergers - Acquisitions - Takeovers
Intercell AG to acquire Iomai Corporation to expand late stage product pipeline and strengthen leadership in vaccine innovation

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.
Company Information
12.05.2008
» 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 
combination.
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 
stakeholders."
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 
America.
Transaction Terms
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.
end of announcement                               euro adhoc

Further inquiry note:

Intercell AG
Lucia Malfent
Head of Communications
Tel. +43 1 20620-303
lmalfent@intercell.com

Branche: Biotechnology
ISIN: AT0000612601
WKN: A0D8HW
Index: ATX Prime, ATX
Börsen: Wiener Börse AG / official market

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