Intercell AG today announced that the acquisition of Iomai by Intercell has been approved by the shareholders of Iomai in a special meeting which was held today at Iomai’s offices in Gaithersburg, MD. The merger was approved by 99,97 % of the votes cast – corresponding to more than 71% of the outstanding shares entitled to vote at the special meeting.
After this important condition for the acquisition has been met, the closing of the transaction is expected within the next few days.
Transaction Terms:
As previously announced, on May 12, 2008, Iomai and Intercell AG entered into an Agreement and Plan of Merger (the "Merger Agreement") whereby Iomai 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, 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.
About Intercell AG
Intercell AG is a growing biotechnology company which focuses on the design and development of novel vaccines for the prevention and treatment of infectious diseases with substantial unmet medical need. The Company develops antigens and adjuvants which are derived from its proprietary technology platforms and has in-house GMP manufacturing capabilities. Based on these technologies, Intercell has strategic partnerships with a number of global pharmaceutical companies, including Novartis, Merck & Co., Inc., Wyeth, Sanofi Pasteur, Kirin, and the Statens Serum Institut.
The Company’s leading product, a prophylactic vaccine against Japanese Encephalitis, successfully concluded pivotal Phase III clinical trials in 2006. The Market Authorization Application (MAA) in Europe as well as the Biological License Application (BLA) with the US Food and Drug Administration (FDA) for the use of the vaccine to prevent Japanese Encephalitis were submitted in December of 2007. The licensure application to TGA (Therapeutic Goods Administration) in Australia was submitted in February of 2008, and the application to register the vaccine in Canada (Division of Biologics and Genetic Therapies Directorate of Health Canada) was submitted in June 2008.
The Company’s broad development pipeline includes a partnered S. aureus vaccine in Phase II, a therapeutic vaccine against Hepatitis C in Phase II, a Pseudomonas vaccine in Phase II, a partnered Tuberculosis vaccine (Phase I/II), and five products focused on infectious diseases in preclinical development.
By acquiring Iomai Corporation, Intercell will gain full rights to a late stage Travelers' Diarrhea vaccine which is based on Iomai’s proprietary needle-free patch delivery vaccine technology.
Intercell is listed on the Prime Market of the Vienna Stock Exchange under the symbol "ICLL".
ISIN: AT0000612601 For more information on Intercell, please visit: www.intercell.com
Contact Intercell AG: Lucia MalfentHead of Corporate CommunicationsCampus Vienna Biocenter 2, A-1030 ViennaP: +43-1-20620-303Mail to: LMalfent(at)intercell.com
Forward Looking Statements for Intercell AG:
This communication expressly or implicitly contains certain advance statements concerning Intercell AG and its business. Such statements involve certain known and unknown risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of Intercell AG to be materially different from any future results, performance or achievements expressed or implied by such advance statements. Intercell AG is providing this communication as of this date and does not intend to update any advance statements contained herein as a result of new information, future events or otherwise.