UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
IOMAI
CORPORATION
Common Stock, par value $.01 per share
(Title of Class of Securities)
46202P103
Intercell AG
Campus Vienna Biocenter 6
1030 Vienna
Austria
43 1 20620 0
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 12, 2008
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
o
SCHEDULE 13D
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Intercell AG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of Austria
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7
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SOLE VOTING POWER
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NUMBER OF
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0 shares
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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12,981,475 shares
(1)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares
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WITH
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10
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SHARED DISPOSITIVE POWER
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11,159,303 shares
(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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13,935,514 shares
(3)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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53.0%
(4)
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14
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TYPE OF REPORTING PERSON
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CO
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(1)
Comprised of 12,981,475 shares of common stock, par value $.01 per share (the Shares), of Iomai Corporation (Iomai) owned by certain Iomai stockholders, which may be deemed to be beneficially owned by Intercell pursuant to the Voting Agreement described in Item 4 below.
(2)
Comprised of 10,486,268 Shares and warrants to acquire 673,035 Shares
owned by certain Iomai stockholders, which may be deemed to be
beneficially owned by Intercell pursuant to the Share Exchange
Agreement described in Item 4 below.
(3)
Comprised of 10,205,264 Shares and warrants to acquire 645,035 Shares
owned by certain Iomai stockholders, which may be deemed to be
beneficially owned by Intercell pursuant to both the Voting Agreement
and the Share Exchange Agreement; 2,776,211 Shares owned by certain
Iomai stockholders, which may be deemed to be
beneficially owned by Intercell pursuant to only the Voting
Agreement; and 281,004 Shares and warrants to acquire 28,000 Shares
owned by certain Iomai stockholders, which may be deemed to be
beneficially owned by Intercell pursuant to only the Share Exchange
Agreement.
(4)
The calculation of this percentage is based on the 25,601,344 Shares
outstanding as of May 12, 2008, as represented by Iomai in the Merger
Agreement described in Item 4 below, and 673,035 Shares underlying
the warrants described in footnote 3 above.
2
Item 1. Security and Issuer.
This statement relates to shares of common stock, par value $.01 per share (the
Shares), of Iomai Corporation, a Delaware corporation (Iomai), whose principal executive
offices are located at 20 Firstfield Road, Gaithersburg, Maryland 20878. The telephone number at
that location is (301) 556-4500.
Item 2. Identity and Background.
(a) (c), (f) The person filing this statement is Intercell AG (Intercell).
Intercell is a stock corporation organized under the laws of the Republic of Austria.
Intercell is headquartered in Vienna, Austria, with operations in Livingston, Scotland, an office
in Mooresville, North Carolina, and other affiliated companies in Austria. Intercell is publicly
traded on the Vienna Stock Exchange under the symbol ICLL. Intercells principal executive offices
are located at Campus Vienna Biocenter 6, 1030 Vienna, Austria. The telephone number at that
location is +43 1 20620 0.
Intercell AG is a leading, vaccine-focused biotechnology company that designs and develops
vaccines for the prevention and treatment of infectious diseases with substantial unmet medical
need. Intercell develops antigens and adjuvants that are derived from its proprietary technology
platforms. Intercell has a number of strategic partnerships with multinational pharmaceuticals
firms, including Novartis, Merck & Co., Wyeth, and Sanofi Pasteur, S.A. Intercells leading
product is a vaccine against Japanese Encephalitis, which completed its Phase III clinical trials
in 2006. In December 2007, Intercell filed a Biological License Application for the vaccine with
the U.S. Food and Drug Administration as well as a Marketing Authorization Application with the
European Medicines Agency. Among its other product lines, Intercell is developing and is at
various stages of testing a pseudomonas vaccine, a Hepatitis C vaccine, and five other vaccines
that are at pre-clinical stages of evaluation.
The names, citizenship, business addresses, present principal occupation or employment, and
the name and principal business and address of any corporation or other organization in which such
employment is conducted, of the directors and executive officers of Intercell are as set forth in
Annex I hereto and incorporated herein by this reference.
(d) (e) None of Intercell or any person listed in Annex I has during the last five years
(i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On May 12, 2008, Intercell, its direct wholly owned subsidiary, Zebra Merger Sub, Inc., a
Delaware corporation (Merger Sub), and Iomai entered into an Agreement and Plan of Merger (the
Merger Agreement), pursuant to which Intercell intends to acquire Iomai in a merger
3
transaction (the Merger). The Merger is not conditioned upon Intercells or Merger Subs ability
to finance the Merger.
Intercell estimates that the total value of the Merger and the Share Exchange will be
approximately $189 million, including approximately $119 million in cash to purchase all of the
Shares pursuant to the Merger, plus fees and expenses. Approximately
41% of the Shares will be
exchanged for Intercell stock in the Share Exchange, and Intercell
will acquire the remaining Shares for cash in the Merger. Intercell will have sufficient funds to consummate the Merger, and
will cause Merger Sub to have sufficient funds available to consummate such transactions. Intercell
expects to obtain the necessary funds from existing cash balances.
Item 4. Purpose of Transaction
Under the Merger Agreement, each outstanding Share (other than Shares owned by Intercell or
Merger Sub, held by Iomai as treasury stock, Shares subject to the Exchange Agreement described
below, or for which appraisal rights have been perfected; all of which will be cancelled and
retired and will cease to exist) will convert into the right to receive $6.60 in cash at the
effective time of the Merger. The Merger is not conditioned upon Intercell or Merger Subs
ability to finance the purchase of Shares pursuant to the Merger. Upon satisfaction of all of the
conditions to closing the Merger, Intercell intends to effect the Merger as promptly as
practicable, at which time the separate existence of Merger Sub will cease, and Iomai will continue
as the surviving corporation, wholly owned by Intercell.
The consummation of the transactions contemplated by the Merger Agreement is subject to
regulatory clearances and the approval of the stockholders of Iomai, as well as the satisfaction of
certain other conditions described in the Merger Agreement, which is filed as Exhibit 2.1 to
Iomais Current Report on Form 8-K dated May 13, 2008.
On May 12, 2008, in connection with the Merger Agreement, New Enterprise Associates, Essex
Woodlands Health Ventures and Gruber and McBaine Capital Management (and certain of their
respective affiliates) (together, the Exchanging Stockholders) entered into an exchange agreement
with Intercell (the Exchange Agreement), whereby each such Exchanging Stockholder has agreed,
among other things, prior to the effective date of the Merger, to exchange all Shares held by
such Exchanging Stockholder into a number of shares of Intercells common stock equal to the number
of such Exchanging Stockholders Shares multiplied by $6.60 per share and divided by the closing
sale price (as converted into U.S. dollars) of Intercells common stock on the Vienna Stock
Exchange on the closing date of such exchange. The consummation of the exchange is conditioned
upon, among other things, (1) the report of an independent auditor addressing the adequacy of the
Iomai Shares to be provided to Intercell in exchange for Intercells common stock in the exchange
and (2) the acceptance by the Vienna Commercial Register of Intercells application for an increase
of its share capital. In the event that (i) the report of the independent auditor fails to conclude
that the value of the stockholders Shares is at least as high as the value of the shares of
Intercells common stock or (ii) the Vienna Commercial Register does not accept the registration of
Intercells capital increase within 15 days following the closing date of the exchange, then each
Exchanging Stockholder will be paid cash equal to the number of such Exchanging Stockholders
Shares multiplied by $6.60 per share.
On May 12, 2008, in connection with the Merger Agreement, the Exchanging Stockholders,
Technology Partners, ProQuest Investments (and certain of their respective
4
affiliates) and all of Iomais executive officers, together holding over 50% of Iomais total
Shares outstanding, entered into a voting agreement with Intercell (the Voting Agreement). Under
the terms of the Voting Agreement, each of the above stockholders agreed to vote, and irrevocably
appointed Intercell as its proxy to vote, all outstanding Shares held by such stockholder as of the
record date: (1) in favor of the Merger and the adoption of the Merger Agreement; (2) against any
action or agreement that would result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of Iomai under the Merger Agreement; and
(3) against (i) any extraordinary corporate transaction, such as a merger, rights offering,
reorganization, recapitalization or liquidation involving Iomai, other than the Merger, (ii) a sale
or transfer of a material amount of assets or capital stock of Iomai or (iii) any action that is
intended, or would reasonably be expected, to impede, interfere with, prevent, delay, postpone or
adversely affect the Merger or the transactions contemplated by the Merger Agreement. Under the
terms of the Voting Agreement, each stockholder agrees not to exercise any appraisal rights or any
dissenters rights that such stockholder may have or could potentially have in connection with the
Merger or the Merger Agreement.
The preceding are summaries of certain principal terms of the Merger Agreement, the Exchange
Agreement and the Voting Agreement and do not purport to be complete. Reference is made to the
full text of such agreements, which are filed as exhibits to Iomais Current Report on Form 8-K
dated May 13, 2008 and are incorporated in this report.
Intercell anticipates that, if the Merger is completed in accordance with the Merger
Agreement, Iomai will become a wholly-owned subsidiary of Intercell. Intercell also anticipates
that the Nasdaq Stock Market will terminate the listing of Iomai common stock on the Nasdaq Global
Market and that Iomai will terminate its registration and reporting obligations under the
Securities Exchange Act of 1934.
Item 5. Interest in Shares of the Issuer.
(a)(b) Neither Intercell
nor Merger Sub directly own any outstanding Shares. By
reason of the execution and delivery of the Voting Agreement, however, Intercell may be deemed to
be the beneficial owner of 13,935,514 Shares, representing
approximately 53.0% of the outstanding
Shares (including Shares subject to the warrants described in
footnote 3 above).
(c) Except for the execution and delivery of the Merger Agreement, the Exchange
Agreement and the Voting Agreement, no transactions in the Shares were effected by Intercell or
Merger Sub or, to their knowledge, any person listed in Annex I hereto, during the 60 days prior to
the date hereof.
(d) (e) Inapplicable.
References to, and descriptions of, the Merger Agreement, the Exchange Agreement and
the Voting Agreement in this Item 5 are qualified in their entirety by reference to the full text
of such agreements, which are filed as exhibits to Iomais Current Report on Form 8-K dated May 13,
2008 and which are incorporated by this reference in this Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Shares of the
Issuer
Reference is made to Item 4 above.
5
Except as provided in the Merger Agreement, the Exchange Agreement and the Voting
Agreement and as otherwise referred to or described in this report, to the knowledge of Intercell,
there are no contracts, arrangements, understandings or relationships (legal or otherwise) among
the persons named in Item 2 above, and between any such persons and any other person, with respect
to any securities of Iomai.
Item 7. Material to be Filed as Exhibits
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Exhibit
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No.
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Description
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99(a)(1)
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Agreement and Plan of Merger, dated as of May 12, 2008, among
Intercell, Merger Sub and Iomai.*
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99(a)(2)
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Exchange Agreement, dated as of May 12, 2008, by and between
Intercell and the Exchanging Stockholders.*
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99(a)(3)
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Voting Agreement, dated as of May 12, 2008, by and between
Intercell, ProQuest Investments, Technology Partners, the
Exchanging Stockholders, Stanley C. Erck, Gregory M. Glenn,
and Russell P. Wilson.*
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*
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Incorporated by reference to Iomais Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 13, 2008.
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6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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INTERCELL AG
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By:
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/s/ Gerd Zettlmeissl
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Name: Gerd Zettlmeissl
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Title: Chief Executive Officer
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Dated:
May 20, 2008
7
ANNEX I
Information Concerning Executive Officers and
Directors of Intercell AG
The current corporate executive officers and directors of Intercell are listed below.
The address of Intercell is: Intercell AG, Campus Vienna Biocenter 6, 1030 Vienna, Austria.
Unless otherwise indicated, all positions set forth below opposite an individuals name refer to
positions within Intercell and, where applicable, the business address listed for each individual
not principally employed by Intercell is also the address of the corporation or other organization
that principally employs that individual.
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Present Principal Occupation or Employment;
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Name And Title
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Material Positions Held During the Past Five Years
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Gerd Zettlmeissl -
Chief Executive
Officer
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Gerd Zettlmeissl joined Intercell in 2001 as Chief
Operating Officer and has served as Chief Executive
Officer since 2005. Gerd Zettlmeissls scientific
background is in Molecular Biology and Protein
Biochemistry. He holds a doctorate from the
University of Regensburg and joined Behringwerke AG
(Marburg, Germany) in 1985 after conducting five
years of academic research at the University of
Regensburg and at the Institut Pasteur in Paris.
Between 1994 and 1996, Gerd Zettlmeissl was highly
involved the merger of Behringwerke AG with Chiron.
From the beginning of 2000 onwards, in addition to
his global responsibilities, he was CEO of Chirons
German subsidiary, Chiron-Behring. He is the author
of numerous scientific publications and
inventor/co-inventor of numerous patents in the
field of biotechnology. Gerd Zettlmeissl is a
member of the Supervisory Board of the Helmholtz
Zentrum für Infektionsforschung GmbH, a public
research institute in Braunschweig, Germany. Mr.
Zettlmeissl is a German citizen.
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Alexander Von Gabain
- Chief Scientific
Officer
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Alexander von Gabain is a co-founder of Intercell.
Alexander von Gabain was Intercells Chief
Executive Officer from 1998 to 2005 and has served
as Chief Scientific Officer since 2005. He acquired
a doctorate in Molecular Biology from the
University of Heidelberg. In the years following,
his academic career moved him through renowned
institutions such as Stanford University and the
Karolinska Institute. Before founding Intercell, he
served as Chairman of the Department of
Microbiology and Genetics at the Vienna Biocenter
research campus. Today, Alexander von Gabain is
Professor at the Max F. Perutz Laboratories at the
University of Vienna and Foreign Adjunct Professor
at the Karolinska Institute, Sweden. His research
interests are in the fields of microbial gene
expression, host-parasite interactions, and
immunology. The results of his research in gene
expression have been published in numerous
publications and books. He is a member of several
professional organizations, is on the Supervisory
Board of biotech organizations, is advisor to TVM
Capital, is a member of the WHO Committee Stop
TB, co-editor of scientific journals and books,
and has organized numerous high-impact conferences.
Mr. Gabain is an Austrian citizen.
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Present Principal Occupation or Employment;
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Name And Title
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Material Positions Held During the Past Five Years
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Werner Lanthaler -
Chief Financial
Officer
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Werner Lanthaler joined Intercell in 2001. Werner
Lanthaler has served as Intercells Chief Financial
Officer since joining Intercell. Previously, he was
Head of Marketing and Communications of the
Federation of Austrian Industry and, prior to that,
Senior Management Consultant at McKinsey & Company
International. Werner Lanthaler holds a doctorate
from the Vienna University of Economics and
Business Administration and earned Masters degrees
from Harvard University. He has considerable
experience working in the labor and capital markets
of the US, South America, and Europe. He is also an
author and co-author of a wide range of books and
articles. At Intercell, his responsibilities
include Finance, Strategic Marketing,
Administration, Human Resources, Investor
Relations, and Business Development. Werner
Lanthaler currently serves as a member of the Board
of Directors of BioXell S.p.A. Mr. Lanthaler is
an Austrian citizen.
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Thomas Lingelbach -
Chief Operating
Officer
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Thomas Lingelbach joined Intercell in 2006, at
which time he served as Chief Operating Officer of
Intercell and was appointed as a new member of
Intercells Management Board in 2007. He has held a
variety of positions of increasing international
responsibility in his twenty years in the pharma
and vaccine industry. From 2001 until 2006 he
served as Managing Director of Chiron Behring
GmbH&Co KG and from 2003 until 2006 he also served
as Vice President Chiron Vaccines. Upon Chirons
acquisition by Novartis Vaccines & Diagnostics
GmbH&Co KG in early in 2006, he served as Managing
Director and General Manger Germany until joining
Intercell. Before joining Intercell, he was
significantly involved in Novartis integration
activities acting as General Manager and Managing
Director for its German operations. His
responsibilities include Product Development,
Manufacturing, Quality & Regulatory Compliance and
Marketing, and Sales & Supply. Thomas Lingelbach is
Managing Director of Intercell Biomedical Ltd. He
holds a Masters degree in Engineering and
complemented his education with a Business
Administration program. Mr. Lingelbach is a German
citizen.
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