Intercell to acquire Iomai

Australian company Intercell
AG and Gaithersburg, Maryland-based Iomai Corporation (Nasdaq: IOMI) announced
that they have entered into a definitive agreement which will see Intercell
acquire Iomai for $6.60 per share representing a fully diluted equity value of
approximately $189 million. The transaction has been unanimously approved by
the Boards of Directors of both companies and is subject to customary closing
conditions including antitrust clearances, clearance by the Committee on
Foreign Investment in the United States (CFIUS), and the approval of the
holders of a majority of Iomai’s shares. Shareholders holding more than 50
percent of Iomai’s total shares outstanding have entered into agreements to
vote in favour of the combination. Intercell will gain full rights to Iomai’s
late stage Travelers’ Diarrhea vaccine which is based on Iomai’s proprietary
needle-free patch delivery vaccine technology and has shown positive interim
Phase II efficacy data. The Travelers’ Diarrhea vaccine is expected to enter
pivotal Phase III trials in the first half of 2009. If approved, the medical
use of Iomai’s Travelers’ Diarrhea vaccine will be complementary with
Intercell’s Japanese Encephalitis vaccine for which a Biologics License
Application was successfully submitted to the U.S. Food and Drug Administration
(FDA) in December 2007, and for which Intercell expects market approvals in the
United States, Europe, and Australia in 2008. Together, both vaccines create an attractive
Traveler’s Vaccine franchise which will target a combined market opportunity of
more than $1 billion in sales per year.

Commenting on the transaction,
Gerd Zettlmeissl, CEO of Intercell, said: “This transaction further
expands our leadership in vaccine innovation, greatly enhances Intercell’s
R&D technology base and further strengthens our late stage vaccine
portfolio. Building on our proven experience in industrialization and in moving
novel products to the market, Intercell is fully committed to becoming the
leading pure play vaccine company globally. We look forward to welcoming
Iomai’s employees to Intercell and are excited by the potential of the combined
group to create significant value for all stakeholders.” Stanley Erck, president
and CEO of Iomai, said: “We have built a dynamic and scientifically driven
organisation. This strategic combination with Intercell will create a stronger,
more diversified vaccine company and will accelerate the development of Iomai’s
vaccine programs and fully leverage our innovative TCI technology. We believe
this transaction is in the best interest of all parties, including
shareholders, employees and ultimately patients.”

There is important news
homeland security in this acquisition. Intercell will also gain full rights to
two additional clinical and three preclinical programs under development, the
most advanced being an immunostimulant vaccine patch in Phase II for pandemic
influenza. This patch is designed to enhance the immune response compared to
injected pandemic influenza vaccines. If successful, it would have the effect
of expanding limited vaccine supplies by allowing public health officials to
use fewer or lower doses of the vaccine. The vaccine patch has recently
generated positive interim immunogenicity data in a 500-subject Phase I/II
study with a one-dose application. The program is funded by a grant from the
United States Department of Health and Human Services.

Iomai’s work in transcutaneous
immunization (TCI) technology has led to the development of a simple and
promising needle-free vaccine patch. This innovative vaccine delivery system
provides a potential future alternative to current injected vaccines. TCI
technology has the potential to enhance the efficacy of existing vaccines,
replace current vaccines that have a cumbersome mode of administration, and
enable the development of new vaccines that are not viable to be delivered via
an injection. Iomai’s TCI technology strengthens Intercell’s position as an
innovative vaccine company and is complementary with its proprietary antigen
identification and adjuvant vaccine technology platforms (AIP(R) and IC31(R)).
TCI adds a third arm to Intercell’s vaccine technologies, specifically a
delivery platform for antigens and adjuvants that can facilitate the
development of a broad range of in-house and partnered vaccine products. Both
companies have already partnered technologies with Merck & Co., the most
recent one being Iomai’s agreement to conduct proof-of-principle preclinical
studies evaluating the use of its needle-free immunostimulant patch. Intercell
plans to leverage the TCI technology by applying it to other vaccines in its
development pipeline, such as its Pneumococcus vaccine candidate. Furthermore,
Iomai’s vaccine patch has the potential to provide cheaper and more effective
medication to those living in endemic areas, in particular high risk groups
such as children and the elderly located in developing countries in Africa, Asia and Latin America.