euro adhoc: Intercell AG / Restructuring & Recapitalisations / Intercell AG launches a combined primary and secondary public offering for up to 7.8 million shares

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Disclosure announcement transmitted by euro adhoc.
The issuer is responsible for the content of this announcement.
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13.06.2006

Intercell AG, a vaccine company based in Austria, announced today the
launch of a public offering for up to 7.8 million primary and
secondary shares. Subject to the approval of the offering prospectus
by the Austrian Financial Market Authority (FMA) the offer is
expected to launch on Wednesday June 14, 2006:

» Share capital increase of up to 4.7 million new shares of common
stock by way of an at-markets rights issue, entitling existing
shareholders to subscribe for one new share for every seven existing
shares held » Secondary share placement of up to 2.5 million existing
shares of common stock by funds managed by private equity firms MPM
Capital, TVM Capital, Star Ventures and Alpinvest » Secondary share
placement of up to 0.6 million shares offered on behalf of management
and employees to cover taxes and exercise price in connection with
exercises of employee stock options » Novartis has committed to
invest up to EUR 30 million in the purchase of common stock in this
offering » The offering and subscription period will last from June
14 to June 29, 2006 » Trading of newly issued shares on the Vienna
Stock Exchange is expected to start on July 4, 2006.

Intercell is launching a capital increase to finance the expansion of
its operations. This step follows the recent successful progress
within the company and the proven breakthrough potential of
Intercell's product candidates and technologies, including positive
Phase III clinical trial results and the agreement with Novartis for
the marketing and distribution of Intercell’s leading product
candidate, a prophylactic vaccine against Japanese Encephalitis,
which was announced today.

The offering will consist of a public offering in Austria and private
placements to institutional investors outside Austria.

Intercell intends to use the net proceeds for further organic growth
of its promising vaccine pipeline, for the expansion of its
manufacturing capacities and for general corporate purposes.

The final subscription and offer price will be determined after the
expiry of the subscription and offer periods on or around June 29,
2006. It will be announced in the electronic media on or around June
29, 2006.

Intercell also announced today that the company has agreed to enter
into a marketing and distribution partnership with Novartis for
Intercell’s Japanese Encephalitis Vaccine in the United States,
Europe and certain other markets. In connection with this agreement,
Novartis has committed to invest up to EUR 30 million in the purchase
of common stock in this offering, expressing its strategic interest
in Intercell's Japanese Encephalitis vaccine and technology
platforms.

Merrill Lynch International has been appointed as a global
coordinator and the sole bookrunner. Erste Bank and Sal. Oppenheim
jr. & Cie. will act as co-lead managers in this offering.

Intercell AG has two late-stage product candidates in development,
including the Japanese Encephalitis Vaccine, as well as a vaccine
product candidate for Hepatitis C in Phase II, partnered vaccine
candidates for tuberculosis and S. aureus, which are in Phase I, and
more than five other product candidates focused on infectious
diseases in pre-clinical development.

Gerd Zettlmeissl, Intercell’s CEO, commented on the offering: "We are
very happy with the successful progress of our proprietary product
candidates through late-stage clinical trials. Together with our
leading strategic partners, we are now even more convinced of the
enormous potential for new product candidates derived from
Intercell’s technology platform. The net proceeds from this offering
will allow us to maximize shareholder value through the preparation
for commercialization of our Japanese Encephalitis Vaccine, the
progress of our existing vaccine candidates in development and the
further exploitation of our technology platform".

The offering at glance

Offer size: Up to 4,736,835 new shares of common stock and up to
3,068,165 existing shares of common stock

Selling Shareholders: Funds managed by private equity firms, MPM
Capital, TVM Capital, Star Ventures and Alpinvest Partners Members of
management board and employees to cover exercise price and tax
resulting from the exercise of stock options

Novartis participation: Up to EUR30 million of common stock in
connection with the marketing and distribution partnership for the
Japanese Encephalitis Vaccine

Offer and subscription period:
June 14, 2006 to June 29, 2006

Preferential Allocation: In the public offering in Austria,
preferential allocation will be given to the first 750 shares of any
retail order placed no later than 5:00 pm CEST on June 26, 2006.

Over - allotment option: Certain of the selling shareholders will
grant an option to the initial purchasers to purchase up to 1,142,848
additional shares of common stock at the subscription and offering
price solely to cover any over-allotments by Merrill Lynch
International as stabilization manager.

Settlement date:
July 4, 2006

ISIN:
AT 0000612601

Vienna Stock Exchange ticker symbol:
ICLL

The information contained herein is not for publication or
distribution in the United States of America. This press release is
not an offer of securities for sale in the United States. The
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
Securities Act), and may not be offered or sold in the United States
absent registration under that Securities Act or an available
exemption from it. Any offering of securities to be made in the
United States will be made by means of an offering circular that may
be obtained from Intercell AG and will contain detailed information
about the company and management, as well as financial statements.
This press release is not a prospectus and, to the extent that it may
constitute an advertisement, does not constitute an offer to sell or
the solicitation of an offer to purchase the shares or other
securities of Intercell AG. Subject to the approval of the Austrian
Financial Market Authority, it is anticipated that a prospectus will
be published on June 13, 2006 and investors will be able to obtain a
free copy from Intercell AG and Erste Bank der oesterreichischen
Sparkassen AG. This communication expressly or implicitly contains
certain forward-looking 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 forward-looking statements.
Intercell AG is providing this communication as of this date and does
not undertake to update any forward-looking statements contained
herein as a result of new information, future events or otherwise.
This press release is directed at and/or for distribution in the UK
only to (i) persons who have professional experience in matters
relating to investments falling within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (ii) high net worth entities falling within article
49(2)(a) to (d) of the Order (all such persons being together
referred to as "relevant persons"). This press release is directed
only at relevant persons. Any person who is not a relevant person
should not act or rely on this press release or any of its contents.
Any investment or investment activity to which this press release
relates is available only to relevant persons and will be engaged in
only with relevant persons.

Not for distribution in the United States, Canada and Japan.

end of announcement euro adhoc 13.06.2006 06:30:00
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ots Originaltext: Intercell AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:
Intercell AG
Mag. Katharina Wieser
Head of Corporate Communications
Tel. +43 1 20620-303
kwieser@intercell.com

Branche: Biotechnology
ISIN: AT0000612601
WKN: A0D8HW
Börsen: Wiener Börse AG / official market