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

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  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.
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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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(END) Dow Jones Newswires

July 11, 2008 01:47 ET (05:47 GMT)