Under the terms of the merger agreement, the consideration will be paid in cash and stock. Iomai’s public shareholders, representing approximately 59% of Iomai’s outstanding common stock will receive cash. Certain of Iomai’s largest shareholders, together representing approximately 41% of Iomai’s outstanding common stock, have agreed to exchange their shares for Intercell stock at an exchange ratio corresponding to a value of $6.60 per share of Iomai common stock upon closing.
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 highly complementary with Intercell’s Japanese encephalitis vaccine, for which Intercell expects market approvals in the US, Europe and Australia in 2008.
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.