Intercell AG

EANS-Adhoc: Proposed Merger of Equals between Vivalis and Intercell


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  ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
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  announcement.
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Mergers - Acquisitions - Takeovers/Company Information
16.12.2012


Proposed Merger of Equals between Vivalis and Intercell
Creation of a European Biotech Leader in Vaccines and Antibodies

- Vivalis ("Vivalis") and Intercell AG ("Intercell") to merge and form Valneva
SE ("Valneva"), headquartered in Lyon (France) and listed on the regulated
markets of NYSE Euronext in Paris and the Vienna Stock Exchange
- Intercell shareholders to receive 13 Vivalis new ordinary shares for 40
Intercell shares, implying a 31.7% premium for Intercell shareholders based on
the average share prices over the last three months
- Additionally, Intercell shareholders to receive 13 new preferred shares for 40
Intercell shares. Each preferred share to be converted into 0.4810 new Valneva
ordinary shares in the event of successful approval of Intercell's Pseudomonas
vaccine
- Implied ownership of Valneva immediately post-merger completion: 55% former
Vivalis shareholders / 45% former Intercell shareholders
- Merger unanimously approved by the Supervisory Boards of Vivalis and Intercell
- Irrevocable undertakings to vote in favor of the merger received from holders
of 68.5% of the voting rights in Vivalis, including Groupe Grimaud
- Fully committed EUR 40 million rights issue to be launched shortly after
merger completion, to further strengthen Valneva's financial profile. The Fonds
Stratégique d'Investissement ("FSI") supports the merger and will participate in
the rights issue
- Merger of Equals structure with each company contributing equally to Valneva's
Supervisory Board, and Valneva's Management Board being comprised of two Vivalis
and two Intercell Management Board members


Nantes (France) and Vienna (Austria), Dec. 16th, 2012 - The Management Boards of
Vivalis (NYSE-Euronext: VLS) and Intercell (VSE: ICLL) announce that they have
agreed the terms of a merger to create the newly-named Valneva, a leading
European biotechnology company in vaccines and antibodies.

The merger will create an integrated company with greater scale and
diversification, strengthened financial profile and complementary talent and
capabilities:
- Complementary business models operating across the value chain with innovative
technology platforms, discovery and development capabilities, state-of-the-art
manufacturing and commercialization expertise
- Diversified revenue streams from a marketed vaccine against Japanese
Encephalitis Virus and income from multiple commercial technology licenses
- A broad portfolio of promising partnered product candidates including a
pandemic Influenza vaccine in Phase III, a Pseudomonas vaccine in Phase II/III
and a Tuberculosis vaccine in Phase II
- A portfolio of validated and commercialized technology platforms including the
EB66® cell line for human and veterinary product development which is becoming
the industry standard, the VIVA|ScreenTM antibody discovery platform and the
IC31® novel adjuvant
- EUR 5-6 million of expected cost synergies, on an annual run-rate basis,
achieved within two years following completion of the merger
- Substantially improved financial profile with a combined cash balance of EUR
94 million as at 30 September 2012 (adjusted for the planned EUR 40 million
rights issue and the repayment of Intercell's outstanding convertible bond).
This improved financial position will enhance the development of Valneva's
vaccine and antibody portfolio and will de-risk the path to profitability
- A complementary and experienced management team led by Thomas Lingelbach as
President and Chief Executive Officer, Franck Grimaud as President and Chief
Business Officer, Majid Mehtali as Chief Scientific Officer and Reinhard Kandera
as Chief Financial Officer

Franck Grimaud, CEO and Majid Mehtali, CSO, co-managers of Vivalis, commented:
"The merger with Intercell is an important step towards Vivalis' strategic goal
of building a profitable, product-based biopharmaceutical company and laying the
foundations for rapid revenue and profit growth going forward. The merger will
significantly complement our core capabilities, in particular towards product
development, while also adding strength and breadth to our R&D portfolio. As a
result of multiple revenue streams, Valneva will also enjoy enhanced financial
strength to fund its future growth."

Thomas Lingelbach, CEO of Intercell, commented: "Our strategy is to build a
sustainable biotech company with a well-balanced and diversified value
proposition enabling us to develop innovative products with a strong focus on
preventing and treating infectious diseases. The merger will help achieve this
goal by combining Vivalis' discovery and technology capabilities with
Intercell's development, manufacturing and commercialization expertise. The
increased financial strength will provide us greater capabilities to progress
our pipeline. We expect both sets of shareholders will substantially benefit
from the strengthened capabilities of the combined company."

Terms of the Merger

Upon completion of the merger, Intercell shareholders will receive 13 new
Vivalis ordinary shares and 13 new preferred shares for every 40 Intercell
shares that they own.

The merger consideration represents a premium for Intercell shareholders of
38.5% on the basis of the last closing share prices and 31.7% on the basis of
the average share prices over the last three months, as at 14 December 2012.

Upon completion of the merger, expected to occur in May 2013, and based on the
current issued share capital of each company, Vivalis former shareholders will
hold approximately 55.0% and Intercell former shareholders approximately 45.0%
of the issued share capital of Valneva.

Each preferred share will convert into 0.4810 Valneva new ordinary shares upon
the issuance of a marketing authorization for Intercell's Pseudomonas vaccine in
the United States of America or in Europe, which would result in the creation of
approximately 8.6 million new ordinary Valneva shares. The preferred shares will
not be listed but will be freely transferable.

The issuance of this potential market authorization will unlock the significant
value of the Pseudomonas vaccine from which all Valneva shareholders will
benefit. Through Intercell's current Pseudomonas partnership, Valneva will be
entitled to either receive royalties tied to sales performance and potential
development milestones of EUR 120 million or, should it elect to co-develop the
product, participate in a profit sharing scheme.

The merger is subject to certain customary conditions, including, inter alia,
the approval by shareholders of both Vivalis and Intercell and the obtaining of
relevant regulatory consents. The terms of the merger will be reviewed by merger
auditors in France and Austria. Additionally, a French independent expert will
review the terms and conditions of the preferred shares.

Vivalis has received irrevocable undertakings from Groupe Grimaud and other
Vivalis shareholders to vote their aggregate 68.5% voting rights of the
outstanding share capital of Vivalis in favor of the merger.

Intercell has received an irrevocable undertaking from its principal shareholder
under which this shareholder has agreed to vote its approximately 15% voting
rights of the outstanding share capital of Intercell in favor of the merger.

Simultaneously with the completion of the Merger, Vivalis will be converted into
a European Company (SE) with a Management Board (Directoire) and a Supervisory
Board (Conseil de Surveillance). It will also change its corporate name to
Valneva SE and will transfer its headquarters to Lyon.

The Supervisory Board will be chaired by Fréderic Grimaud, currently Chairman of
the Supervisory Board of Vivalis. The remainder of Valneva's Supervisory Board
will be comprised of two additional members proposed by the Supervisory Board of
Vivalis, three members proposed by the Supervisory Board of Intercell, and one
member to be proposed by the FSI (upon completion of the planned EUR 40 million
rights issue).

Michel Greco, a member of both Intercell's and Vivalis' Supervisory Boards, has
resigned from the Supervisory Board of Intercell. Upon closing of the merger, he
will be a Supervisory Board member of Valneva. 

Valneva shares will be listed on the regulated markets of NYSE Euronext in Paris
and the Vienna Stock Exchange.

Intended Rights Issue: EUR 40 million already secured

Shortly following completion of the merger, Valneva intends to launch a EUR 40
million rights issue, where its shareholders will have the right to subscribe on
a pro rata basis.

Vivalis and Intercell have received the following commitments with respect to
the intended rights issue, and therefore already secured the EUR 40 million
capital increase:

- The FSI has undertaken to participate in the rights issue for 62.5% of the
total size of the offering, up to EUR 25 million
- Groupe Grimaud and Unigrains (one of Groupe Grimaud's long-term shareholders)
have irrevocably undertaken to subscribe in aggregate to the rights issue for
EUR 5 million
- Two banks have committed to underwrite EUR 10 million under market-standard
terms and conditions

An analyst presentation available via dial-in conference call and webcast is
taking place on Monday, 17 December 2012, at 2.00pm CET / 1.00pm GMT / 8.00am
EST. To view the live webcast or consult the presentation, please visit the
companies' websites (www.vivalis.com and www.intercell.com). To access the
conference call, please dial-in on the following numbers:


Austria:                +43(0)1 2530 10153
Germany:                +49(0)89 1214 00699
Switzerland:            +41(0)22 592 7641
France:                 +33(0)1 70 99 42 76
Sweden:                 +46(0)8 5876 9445
United Kingdom:         +44(0)20 3450 9987
Netherlands:            +31(0)20 721 9158
National free phone US: +1 877 249 9037
Local - New York, US:   +1 646 254 3367

Please quote the access code "8043867" when dialing into the conference.


Société Générale Corporate and Investment Banking is advising Vivalis in
connection with the merger. Goldman Sachs International is advising Intercell in
connection with the merger.

Contacts

Vivalis 
Philippe Rousseau
Investors@vivalis.com

Intercell
Nina Waibel
Communications@intercell.com
Tel: +(43) 1 20620 1222 / 1116

NewCap
Axelle Vuillermet / Pierre Laurent
Vivalis@newcap.fr
Tel: +33 (0)1 44 71 94 93       

Forward-Looking Statements

This Press Release contains certain forward-looking statements relating to the
business of Intercell AG, Vivalis SA or Valneva, including with respect to the
progress, timing and completion of research, development and clinical trials for
product candidates, the  ability to manufacture, market, commercialize and
achieve market acceptance for product candidates, the ability to protect
intellectual property and operate the business without infringing on the
intellectual property rights of others, estimates for future performance and
estimates regarding anticipated operating losses, future revenues, capital
requirements and needs for additional financing. In addition, even if the actual
results or development of Intercell AG, Vivalis SA or Valneva are consistent
with the forward-looking statements contained in this Press Release, those
results or developments of Intercell AG, Vivalis SA or Valneva may not be
indicative of their in the future. In some cases, you can identify
forward-looking statements by words such as "could," "should," "may," "expects,"
"anticipates," "believes," "intends," "estimates," "aims," "targets," or similar
words. These forward-looking statements are based largely on the current
expectations of Intercell AG, Vivalis SA or Valneva as of the date of this Press
Release and are subject to a number of known and unknown risks and uncertainties
and other factors that may cause actual results, performance or achievements to
be materially different from any future results, performance or achievement
expressed or implied by these forward-looking statements. In particular, the
expectations of Intercell AG, Vivalis SA or Valneva could be affected by, among
other things, uncertainties involved in the development and manufacture of
vaccines, unexpected clinical trial results, unexpected regulatory actions or
delays, competition in general, currency fluctuations, the impact of the global
and European credit crisis, and the ability to obtain or maintain patent or
other proprietary intellectual property protection. In light of these risks and
uncertainties, there can be no assurance that the forward-looking statements
made during this presentation will in fact be realized. Intercell AG, Vivalis SA
and Valneva are providing the information in these materials as of this Press
Release, and disclaim any intention or obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise. 

Important Information

This Press Release and the information contained in it do not constitute an
offer to buy, sell or subscribe for any shares in Vivalis SA, Intercell AG or
Valneva SE in any country. The distribution, publication or release of this
Press Release may be prohibited or restricted by the laws or regulations
applicable in certain countries. Persons who are physically present in those
countries and in countries where the Press Release is distributed, published or
released must comply with local restrictions.
This Press Release has not been and must not be distributed published or
released in Australia, Canada, Japan or the United States of America. 
This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person in
the United States of America (the "United States") or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. The securities referred
to herein may not be offered or sold in the United States absent registration
under the U.S. Securities Act of 1933, as amended (the "Securities Act") or
another exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. The offer and sale of the securities
referred to herein has not been and will not be registered under the Securities
Act. Any public offer of the securities in the United States will be made
pursuant to a prospectus that may be obtained from the issuer or the selling
security holder and will contain detailed information about the company.
The merging companies are European companies. Information distributed in
connection with the proposed merger and the related shareholder vote is subject
to European disclosure requirements that are different from those of the United
States. Financial statements and information may be prepared according to
accounting standards which may not be comparable to those used generally by
companies in the United States.
It may be difficult for you to enforce your rights and any claim you may have
arising under the U.S. federal securities laws in respect of the merger, since
the companies are headquartered outside the United States. You may not be able
to sue the companies or their officers or directors in a European court for
violations of the U.S. securities laws. It may also be difficult to compel the
companies and their affiliates to subject themselves to a U.S. court's judgment.


Further inquiry note:
Intercell AG
Nina Waibel
Corporate Communications
Tel. +43 1 20620-1222
communications@intercell.com

end of announcement                               euro adhoc 
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issuer:      Intercell AG
             Campus Vienna Biocenter  3
             A-1030 Wien 
phone:       +43 1 20620-0
FAX:         +43 1 20620-800
mail:     investors@intercell.com 
WWW:      www.intercell.com
sector:      Biotechnology
ISIN:        AT0000612601
indexes:     ATX Prime
stockmarkets: official market: Wien 
language:   English
 

 

 



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