Vivalis to merge with Intercell

Vivalis S.A. (Euronext:VLS) will merge with infectious disease company Intercell AG (VSE:ICLL; OTCQX:INRLY) in a stock deal that values Intercell at about EUR 132.5 million ($174.4 million). The combined company, which will be a public company named Valneva SE, will also raise EUR 40 million ($52.6 million) in a fully committed rights issue following the close of the merger, which is expected in May 2013. Vivalis shareholders will own 55% of Valneva, and Intercell shareholders will own the remaining 45%.

Under the deal, Intercell shareholders will receive 13 ordinary Vivalis shares and 13 preferred Vivalis shares for every 40 Intercell shares held. The preferred shares will convert into 0.481 Valneva shares upon U.S. or European approval of Intercell's IC43 Pseudomonas aeruginosa vaccine, which is in Phase II/III testing. Valneva's portfolio will include Intercell's marketed Japanese Encephalitis (JE) vaccine Ixiaro, as well as a pipeline of preclinical and clinical vaccines against infectious diseases, including a tuberculosis vaccine in Phase II testing. Valneva will also have Vivalis' protein and vaccine manufacturing capabilities, including the company's EB66 cell line, which is derived from duck embryonic stem cells. Intercell reported EUR 25.6 million ($33.7 million) in revenues for the nine months ended Sept. 30. Vivalis reported EUR 1.5 million ($2 million) in revenue for the six months ended June 30. ...