Intercell: Merger between Intercell and Vivalis planned to complete on May 28, 2013

Intercell AG (Intercell, VSE; “ICLL”) and Vivalis SA (Vivalis, NYSE Euronext; “VLS”) today announced that the final administrative step for closing of the proposed merger between the two companies to create Valneva SE (Valneva) has been initiated by filing of the relevant documents with the companies’ register at the Commercial Court of Lyon.

This step follows the approval of the proposed merger by the extraordinary general meetings of both companies, the issuance of the pre-merger certificates by the French Commercial Register on April 3, 2013 and by the Austrian Commercial Register on April 12, 2013, and the issuance of the certificate of legality of the merger on April 17, 2013. Subject to the registration decision by the Court of Lyon, the completion of the merger is expected for May 28, 2013 and will have the following impact on shares and trading:

Automatic exchange of Intercell shares
On the expected closing date May 28, 2013, Intercell shareholders will receive 13 new ordinary shares and 13 new preferred shares of Valneva for every 40 Intercell shares (ISIN AT0000612601) that they own. The exchange of the shares will be executed automatically and without costs for shareholders. Fractional entitlements of less than one new Valneva share will be sold on the stock market and proceeds will be credited to each shareholders account free of all charges. Vivalis shares (ISIN FR0004056851) will not be affected by any share exchange and continue to exist under the new name of Valneva. The Valneva shares will be traded on both the NYSE Euronext Paris and the Vienna Stock Exchange.

Share trading on the Vienna Stock Exchange
Intercell shares will be suspended from trading on the Vienna Stock Exchange at close of business of May 21, 2013 in order to enable the settlement of all orders before the exchange into Valneva ordinary and preferred shares. Valneva ordinary shares (ISIN FR0004056851) will start trading in the Prime Market segment of the Vienna Stock Exchange on May 28, 2013 under the ticker symbol “VLA” and will continue to be listed on the regulated market of NYSE Euronext in Paris under the ticker symbol “VLS.PA”. Valneva preferred shares (ISIN FR0011472943) will start trading on May 28, 2013 on the regulated market of NYSE Euronext in Paris under ticker symbol “VLSpr.PA” and on the unregulated Third Market Segment of the Vienna Stock Exchange under the ticker symbol “VLAP”.

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