VIVALIS : Intercell and Vivalis provide update on the progress towards
Intercell and Vivalis provide update on the progress towards intended merger
Nantes (France) and Vienna (Austria), Jan. 28^th, 2013 - On 16December2012,
Vivalis SA ("Vivalis") and Intercell AG ("Intercell") announced their
intention to merge and form Valneva SE ("Valneva"). The merger is progressing
well, in line with the timeline communicated at time of announcement:
· The French merger document (Document E) has been registered by the
Autorité des marchés financiers (AMF) on 23January2013
· The full set of applicable merger documents have been made available
on Intercell and Vivalis websites
· Intercell and Vivalis General Meetings have been convened and will
take place on 27February2013 and 4March2013 respectively
· Merger is expected to close in May 2013, after which Valneva intends
to launch a EUR40million capital increase, subject to regulatory approval
Additionally, Vivalis and Intercell have finalized the proposed governance of
Valneva, agreeing on the following initial Supervisory Board (Conseil de
· Frédéric Grimaud (Chairman), Alain Munoz and Michel Gréco proposed
· Prof. Alexander von Gabain, James Sulat, and Prof. Hans Wigzell
proposed by Intercell
· Anne-Marie Graffin proposed by the Fonds Stratégique
d'Investissement ("FSI"), to be nominated upon closing of the planned capital
In addition to the listing of Valneva Ordinary Shares on NYSE Euronext Paris
and on the Vienna Stock Exchange, Vivalis and Intercell have decided to also
apply for the listing of the Preferred Shares on Euronext Paris, upon
completion of the merger.
Thomas Lingelbach, future President and Chief Executive Officer of Valneva,
and Franck Grimaud, future President and Chief Business Officer commented: "We
are extremely pleased with the progress made on the merger and are moving
according to our planned timeline. We expect the merger to close in May and
are ready and very enthusiastic about the next phase."
Philippe Rousseau Nina Waibel
NewCap Tel: +(43) 1 20620 1222 / 1116
Axelle Vuillermet / Pierre Laurent
Tel: +33 (0)1 44 71 94 93
Vivalis is a biopharmaceutical company that provides innovative cell-based
solutions to the biotechnology and pharmaceutical industry for the manufacture
of vaccines and recombinant proteins, and develops monoclonal antibodies for
the prevention and treatment of diseases with unmet medical needs. Vivalis'
expertise and intellectual property are leveraged in two main areas:
1. EB66^® Cell Line
Vivalis offers research and commercial licenses for its EB66^® cell line,
derived from duck embryonic stem cells, to pharmaceutical and biotechnology
companies for the production of therapeutic and prophylactic viral vaccines,
virosomes, VLPs and recombinant proteins, including monoclonal antibodies.
Clinical trials of EB66^® produced vaccines are currently on-going in the USA
and Japan and in 2012 a vaccine produced in EB66^® cells received market
approval in Japan for use in animal health. Through these programs, Vivalis
receives an upfront payment, clinical stage milestone payments along with
royalties on licensees' net sales.
2. VIVA|Screen(TM) Human Antibody Discovery Platform
Customized solutions for the discovery, development and production of rare,
fully human monoclonal antibodies are offered by Vivalis. Through these
programs, Vivalis receives payments associated with the funding of discovery
research, an upfront payment, clinical stage milestone payments along with
royalties on net sales of licensed antibodies that are commercially developed
from the use of the platform.
Based in Nantes and Lyon (France) and in Toyama (Japan), Vivalis was founded
in 1999 by the Groupe Grimaud (approx. 1,700 employees), one of the worldwide
leaders in animal genetic selection. Vivalis has established more than 30
partnerships and licenses with world leaders in biopharmaceutical industry,
including Sanofi Pasteur, GlaxoSmithKline Biologicals, Transgene, Pfizer
Animal Health, Kaketsuken, Kitasato Daiichi Sankyo Vaccine, Merial, Merck
Animal Health and SAFC Biosciences. Vivalis is a member of the French
ATLANPOLE BIOTHERAPIES and LYON BIOPOLE bio-clusters and a member of the
Japanese HOKURIKU INNOVATION CLUSTER FOR HEALTH SCIENCE based in Toyama.
About Intercell AG
Intercell AG is a vaccine-biotechnology company with the clear vision to
develop and commercialize novel immunomodulatory biologicals to prevent
disease and reduce suffering across the world.
Intercell's vaccine to prevent Japanese Encephalitis (JE) - IXIARO^®/JESPECT^®
- is the Company's first product on the market. This is a next generation
vaccine against the most common vaccine-preventable cause of encephalitis in
Asia licensed in more than thirty countries. A comparable vaccine for endemic
markets based on Intercell's technology was launched in 2012 by Biological E.
Ltd. under the trade name JEEV^® in India and is currently under review for
The Company's technology base includes novel platforms, such as the
patch-based vaccine delivery system and the proprietary human monoclonal
antibody discovery system eMAB^®, in addition to well-established technologies
upon which Intercell has entered into strategic partnerships with a number of
leading pharmaceutical companies, including Merck & Co., Inc., and Sanofi.
The Company's pipeline of investigational products includes a development
program for the pediatric use of Intercell's JE vaccine IXIARO^®/JESPECT^® in
non-endemic markets. Furthermore, the portfolio comprises different product
candidates in clinical trials: a Pseudomonas aeruginosa vaccine candidate
(Phase II/III), a vaccine candidate against infections with C. difficile
(Phase I) as well as numerous investigative vaccine programs using the
Company's IC31^® adjuvant, e.g. in a Tuberculosis vaccine candidate (Phase
Intercell has in-house cGMP capability to manufacture both clinical and
commercial biologicals at its fully owned site in Livingston, Scotland. The
manufacturing site is currently dedicated to the production of the Company's
novel Japanese Encephalitis vaccine. It is licensed and operates under a
Manufacturing Authorisation granted by the Medicines and Healthcare products
Regulatory Agency (MHRA) and it is also registered by the FDA. As such, the
facility is subject to routine inspection by the MHRA, FDA and other Competent
Authorities in connection with the manufacture, sale and supply of Japanese
Encephalitis vaccine (trade name IXIARO^®/JESPECT^®).
Intercell is listed on the Vienna Stock Exchange under the symbol "ICLL" (U.S.
level one ADR symbol "INRLY").
For more information, please visit: www.intercell.com
This Press Release and the information contained in it do not constitute an
offer to buy, sell or subscribe for any shares in Vivalis SA, Intercell AG or
Valneva SE in any country. The distribution, publication or release of this
Press Release may be prohibited or restricted by the laws or regulations
applicable in certain countries. Persons who are physically present in those
countries and in countries where the Press Release is distributed, published
or released must comply with local restrictions.
This Press Release has not been and must not be distributed published or
released in Australia, Canada, Japan or the United States of America.
This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person in
the United States of America (the "United States") or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. The securities
referred to herein may not be offered or sold in the United States absent
registration under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or another exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. The offer and sale of
the securities referred to herein has not been and will not be registered
under the Securities Act. Any public offer of the securities in the United
States will be made pursuant to a prospectus that may be obtained from the
issuer or the selling security holder and will contain detailed information
about the company.
The merging companies are European companies. Information distributed in
connection with the proposed merger and the related shareholder vote is
subject to European disclosure requirements that are different from those of
the United States. Financial statements and information may be prepared
according to accounting standards which may not be comparable to those used
generally by companies in the United States.
It may be difficult for you to enforce your rights and any claim you may have
arising under the U.S. federal securities laws in respect of the merger, since
the companies are headquartered outside the United States. You may not be able
to sue the companies or their officers or directors in a European court for
violations of the U.S. securities laws. It may also be difficult to compel the
companies and their affiliates to subject themselves to a U.S. court's
20130128 CP EN
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The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: VIVALIS via Thomson Reuters ONE
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