Intercell AG and Iomai Corporation have entered into a definitive agreement pursuant to which Intercell will acquire Iomai for US $6.60 per share representing a fully diluted equity value of approximately US $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 and the approval of the holders of a majority of Iomai's shares. Shareholders holding over 50 per cent 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' Diarrhoea 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' Diarrhoea vaccine is expected to enter pivotal phase III trials in the first half of 2009.
If approved, the medical use of Iomai's Travelers' Diarrhoea vaccine will be highly complementary with Intercell's Japanese Encephalitis vaccine for which a biologics license application was successfully submitted to the US Food and Drug Administration in December 2007, and for which Intercell expects market approvals in the US, Europe and Australia in 2008. Together, both vaccines create an extremely attractive Traveler's Vaccine franchise which will target a combined market opportunity of over US $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 C. 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 programmes 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".
Intercell will also gain full rights to two additional clinical and three preclinical programmes 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 pioneering work in transcutaneous immunization (TCI) technology has led to the development of a simple and promising needle-free vaccine patch. This highly 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.