Intercell: Extraordinary General Meeting approved merger of equals with Vivalis SA to create Valneva SA

Summary of next steps to merger closing

Voting results of Intercell’s Extraordinary Shareholders’ Meeting as of February 27, 2013

Intercell AG (Vienna Stock Exchange, ICLL) today announced that all resolutions were approved by the Extraordinary Shareholders’ Meeting held today. A majority of 97.4% of the represented share capital voted in favor of the merger to create Valneva SE, a biotech leader in vaccines and antibodies. The General Meeting of Vivalis SA will take place on March 7, 2013. As previously announced, the merger is expected to close in May 2013, after which Valneva SE intends to launch a EUR 40 million capital increase, subject to regulatory approval.

A total of approximately 33.7% of the outstanding share capital of Intercell AG was represented in the shareholders meeting.

The resolutions of the Extended Shareholder Meeting included:

  • Resolution on the demerger
  • Resolution on the cross-border merger
  • Resolution on the discharge of the members of the management board for the period from January 1, 2012 to September 30, 2012
  • Resolution on the discharge of the members of the supervisory board for the period from January 1, 2012 to September 30, 2012
  • Resolution on the remuneration of the members of the supervisory board for the period from January 1, 2012 to September 30, 2012

For further details about the resolutions please see

About Intercell AG
Intercell AG is a vaccine-biotechnology company with the clear vision to develop and commercialize novel immunomodulatory biologicals to prevent disease and reduce suffering across the world.

Intercell's vaccine to prevent Japanese Encephalitis (JE) – IXIARO®/JESPECT® – is the Company's first product on the market. This is a next generation vaccine against the most common vaccine-preventable cause of encephalitis in Asia licensed in more than thirty countries. A comparable vaccine for endemic markets based on Intercell’s technology was launched in 2012 by Biological E. Ltd. under the trade name JEEV® in India and is currently under review for WHO prequalification.

The Company's technology base includes novel platforms, such as the patch-based vaccine delivery system and the proprietary human monoclonal antibody discovery system eMAB®, in addition to well-established technologies upon which Intercell has entered into strategic partnerships with a number of leading pharmaceutical companies, including Novartis, Merck & Co., Inc., and Sanofi.

The Company's pipeline of investigational products includes a development program for the pediatric use of Intercell's JE vaccine IXIARO®/JESPECT® in non-endemic markets. Furthermore, the portfolio comprises different product candidates in clinical trials: a Pseudomonas aeruginosa vaccine candidate (Phase II/III) partnered with Novartis, a vaccine candidate against infections with C. difficile (Phase I) as well as numerous investigative vaccine programs using the Company's IC31® adjuvant, e.g. in a Tuberculosis vaccine candidate (Phase II).

Intercell has in-house cGMP capability to manufacture both clinical and commercial biologicals at its fully owned site in Livingston, Scotland. The manufacturing site is currently dedicated to the production of the Company‘s novel Japanese Encephalitis vaccine. It is licensed and operates under a Manufacturing Authorisation granted by the Medicines and Healthcare products Regulatory Agency (MHRA) and it is also registered by the FDA. As such, the facility is subject to routine inspection by the MHRA, FDA and other Competent Authorities in connection with the manufacture, sale and supply of Japanese Encephalitis vaccine (trade name IXIARO®/JESPECT®).

Intercell is listed on the Vienna Stock Exchange under the symbol "ICLL" (U.S. level one ADR symbol "INRLY").

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