Proposed Merger of Equals between Vivalis and Intercell

On December 16th, 2012 Vivalis and Intercell reported that they have agreed the terms of a
merger to create the newly-named Valneva, a leading European biotechnology company in
vaccines and antibodies (Press release Valneva, DEC 16, 2012, View Source;file=2012_12_16_PR_Intercell_and_Vivalis_ENG_final.pdf [SID:1234500598]).
The merger will create an integrated company with greater scale and diversification,
strengthened financial profile and complementary talent and capabilities:
* Complementary business models operating across the value chain with innovative
technology platforms, discovery and development capabilities, state-of-the-art
manufacturing and commercialization expertise
* Diversified revenue streams from a marketed vaccine against Japanese Encephalitis Virus
and income from multiple commercial technology licenses
* A broad portfolio of promising partnered product candidates including a pandemic Influenza
vaccine in Phase III, a Pseudomonas vaccine in Phase II/III and a Tuberculosis vaccine in
Phase II
* A portfolio of validated and commercialized technology platforms including the EB66 cell
line for human and veterinary product development which is becoming the industry
standard, the VIVA|ScreenTM antibody discovery platform and the IC31 novel adjuvant
* EUR 5-6 million of expected cost synergies, on an annual run-rate basis, achieved within
two years following completion of the merger
* Substantially improved financial profile with a combined cash balance of EUR 94 million as
at 30 September 2012 (adjusted for the planned EUR 40 million rights issue and the
repayment of Intercell’s outstanding convertible bond). This improved financial position will
enhance the development of Valneva’s vaccine and antibody portfolio and will de-risk the
path to profitability
* A complementary and experienced management team led by Thomas Lingelbach as
President and Chief Executive Officer, Franck Grimaud as President and Chief Business
Officer, Majid Mehtali as Chief Scientific Officer and Reinhard Kandera as Chief Financial
Officer
Franck Grimaud, CEO and Majid Mehtali, CSO, co-managers of Vivalis, commented: "The
merger with Intercell is an important step towards Vivalis’ strategic goal of building a profitable,
product-based biopharmaceutical company and laying the foundations for rapid revenue and
profit growth going forward. The merger will significantly complement our core capabilities, in
particular towards product development, while also adding strength and breadth to our R&D
portfolio. As a result of multiple revenue streams, Valneva will also enjoy enhanced financial
strength to fund its future growth."
Thomas Lingelbach, CEO of Intercell, commented: "Our strategy is to build a sustainable
biotech company with a well-balanced and diversified value proposition enabling us to develop
innovative products with a strong focus on preventing and treating infectious diseases. The
merger will help achieve this goal by combining Vivalis’ discovery and technology capabilities
with Intercell’s development, manufacturing and commercialization expertise. The increased
financial strength will provide us greater capabilities to progress our pipeline. We expect both
sets of shareholders will substantially benefit from the strengthened capabilities of the combined
company."

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