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

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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
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ots Originaltext: Intercell AG
Im Internet recherchierbar: http://www.presseportal.de

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