Intercell AG

euro adhoc: Intercell AG
Mergers - Acquisitions - Takeovers
IOMAI Acquisition granted clearance by US Authorities

-------------------------------------------------------------------------------- Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement. -------------------------------------------------------------------------------- Company Information 11.07.2008 » Definitive proxy statement filed on July 10, 2008; Closing planned in first week of August; all preparations for full integration in place » Approval processes for Japanese Encephalitis vaccine are on schedule; following completed US FDA pre-approval inspection and ongoing supplementary submissions, first approval is expected within the next few months Vienna (Austria), July 11, 2008 - Intercell AG today announced that, following review by the United States Securities and Exchange Commission (SEC), Iomai Corporation filed a definitive proxy statement on July 10, 2008 for Iomai stockholders regarding the proposed acquisition by Intercell of Iomai. The parties have previously received notice of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, by the U.S. Department of Justice and clearance by the Committee on Foreign Investment in the United States (CFIUS) of the U.S. Department of the Treasury. The acquisition still requires the approval of Iomai stockholders. The stockholder meeting during which the Iomai stockholder vote will occur will take place on August 1st. Shareholders holding over 50 percent of Iomai´s total shares outstanding have already agreed to vote in favour of the combination. It is anticipated that the final closing of the transaction should occur during the week of August 4. Intercell will now initiate the legal steps required in Austria in connection with the capital increase for the stock-for-stock exchange component of the transaction. Gerd Zettlmeissl, CEO of Intercell, said: "It is very good to see the two companies coming together even faster than originally planned. We are very pleased that soon we can start to aggressively optimize the key product and technology synergies of this merger still this year. This timing goes alongside nicely with our expected approval dates for our JE-Vaccine coming up in the second half of 2008 in the US, EU and Australia." Transaction Terms As previously announced, on May 12, 2008, Iomai and Intercell AG have entered into an Agreement and Plan of Merger (the "Merger Agreement") whereby Iomai has agreed to be acquired by Intercell AG subject to the terms and conditions of the Merger Agreement. 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). Iomai´s public shareholders, representing approximately 59 percent of Iomai´s outstanding common stock will receive cash. Certain of Iomai´s largest shareholders (and their affiliates), 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. end of announcement euro adhoc -------------------------------------------------------------------------------- ots Originaltext: Intercell AG Im Internet recherchierbar: http://www.presseportal.ch 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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