Vivalis to acquire and merge with Intercell for $174 million

NANTES, France & VIENNA, Austria—The management boards of Vivalisand Intercell AG recently announced that they haveagreed a merger deal under which Vivalis will acquire Intercell for some $174 million and the combined company will be renamed Valneva, with an eye toward making it "aleading European biotechnology company in vaccines and antibodies"

The two companies expect that the "merger will create an integrated company with greater scale anddiversification, strengthened financial profile and complementary talentand capabilities." Part of that is that they see the two business models as being complementary and "operating across the value chain withinnovative technology platforms, discovery and development capabilities,state-of-the-art manufacturing and commercialization expertise."

The companies also point to diversified revenue streams from a marketed vaccine against JapaneseEncephalitis Virus and income from multiple commercial technologylicenses; a broad portfolio of promising partnered product candidates,including a pandemic Influenza vaccine in Phase III trials, a Pseudomonasvaccine in Phase II/III and a Tuberculosis vaccine in Phase II; and a portfolio of validated and commercialized technology platforms,including the EB66 cell line for human and veterinary productdevelopment, which is said to be on the road to "becoming the industry standard," the VIVA|Screenantibody discovery platform and the IC31 novel adjuvant.

According to the companies, among the many cost synergies and other financial benefits of the merger, "Valneva's vaccine and antibody portfolio andwill de-risk the path to profitability."

The Valneva management team will be led by ThomasLingelbach as president and CEO, Franck Grimaud as president and chief business officer, Majid Mehtali as chief scientific officer and Reinhard Kandera as chief financial office.

"The merger with Intercell is an important step towardsVivalis' strategic goal of building a profitable, product-basedbiopharmaceutical company and laying the foundations for rapid revenueand profit growth going forward," note Franck Grimaud, and Majid Mehtali in the news release about the deal. They are the co-managers of Vivalis and also the CEO and chief scientific officer, respectively. "The merger will significantlycomplement our core capabilities, in particular towards productdevelopment, while also adding strength and breadth to our R&Dportfolio. As a result of multiple revenue streams, Valneva will alsoenjoy enhanced financial strength to fund its future growth."

"Our strategy is tobuild a sustainable biotech company with a well-balanced and diversifiedvalue proposition enabling us to develop innovative products with astrong focus on preventing and treating infectious diseases," added Thomas Lingelbach, CEO of Intercell. "The mergerwill help achieve this goal by combining Vivalis' discovery andtechnology capabilities with Intercell's development, manufacturing andcommercialization expertise. The increased financial strength willprovide us greater capabilities to progress our pipeline. We expect bothsets of shareholders will substantially benefit from the strengthenedcapabilities of the combined company."

Upon completion of the merger, Intercell shareholders will receive 13new Vivalis ordinary shares and 13 new preferred shares for every 40Intercell shares that they own. The merger consideration represents a premium for Intercell shareholdersof 38.5 percent on the basis of the last closing share prices and 31.7 percent on thebasis of the average share prices over the last three months, as of Dec. 14, 2012.

Upon completion of the merger, expected to occur in May 2013, and basedon the current issued share capital of each company, Vivalis formershareholders will hold approximately 55 percent and Intercell formershareholders approximately 45 percent of the issued share capital of Valneva.