Iomai Corp - Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
July 11 2008 - 2:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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IOMAI CORPORATION
(Name of Registrant as
Specified in Its Charter)
INTERCELL AG
(Name of Person(s)
Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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IOMAI Acquisition granted clearance by US Authorities
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Definitive proxy statement filed on July 10, 2008; Closing planned in first week of
August; all preparations for full integration in place
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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
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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 1
st
.
Shareholders holding over 50 percent of Iomais 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 Iomais common stock representing
a fully diluted equity value of Iomai of approximately USD 189 million (EUR 122 million). Iomais
public shareholders, representing approximately 59 percent of Iomais outstanding common stock will
receive cash. Certain of Iomais largest shareholders (and their affiliates), together representing
approximately 41 percent of Iomais
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.
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 Companys 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, the application to register the vaccine in Canada (Division of
Biologics and Genetic Therapies Directorate of Health Canada) was submitted in June 2008.
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The Companys 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 Iomais 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
Malfent
Head of Corporate Communications
Campus Vienna Biocenter 2, A-1030 Vienna
P: +43-1-20620-303
Mail to: LMalfent@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 update any advance statements contained herein as a
result of new information, future events or otherwise.
Page 3 of 3
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