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Intercell AG to Acquire Iomai Corporation to Expand Late Stage Product Pipeline and Strengthen Leadership in Vaccine Innovation
Date:5/12/2008

hich together represent over 50 percent of Iomai's outstanding common stock, have agreed pursuant to a voting agreement with Intercell that they will vote their shares in favour of the merger.

The transaction has been unanimously approved by the Boards of Directors of both companies and is subject to customary closing conditions, including the approval of the merger by a majority of shareholders of Iomai at a special shareholder meeting to be held as soon as practical, receipt of antitrust clearances and clearance by the Committee on Foreign Investment in the United States. Intercell and Iomai expect the transaction to close before the end of the third quarter of 2008.

Based on Intercell's closing share price as of 9 May 2008, Intercell would issue approximately 1.7 million Intercell shares from authorized capital as consideration, the final number of Intercell shares to be determined shortly before the closing of the transaction. Intercell will fund the cash component of the transaction from existing cash reserves and expects to maintain profitability in 2008.

Merrill Lynch International acted as exclusive financial adviser to Intercell and Cowen and Company provided a financial fairness opinion to Iomai's Board of Directors.

Analyst/Shareholder Conference Call:

A conference call on the transaction together with Intercell's Q1 2008 results will be held by Intercell and Iomai's senior managements on May 13, 2008 at 8:30 a.m. CET (7:30 a.m. GMT). A webcast replay of the conference call will be made available on Intercell's website. For further information please go to http://www.intercell.com.

Ad-hoc Information

About Travelers' Diarrhea:

This year, approximately 55 million international travelers will visit countries where bacteria that cause travelers' diarrhea are endemic, particularly Africa, Asia and Latin America. The Centers for Disease Control and Prev
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SOURCE Iomai Corporation
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