Item 8.01 Other Events.
On June 16, 2008, Iomai Corporation ("Iomai") received notice that the Committee
on Foreign Investment in the United States ("CFIUS") of the U.S. Department of
the Treasury had reviewed a joint voluntary notice delivered to it by Iomai and
Intercell AG ("Intercell") relating to the proposed acquisition (the
"Acquisition") of Iomai by Intercell, and that CFIUS had determined that there
were no unresolved national security concerns, thereby concluding action under
Section 721 of the U.S. Defense Production Act of 1950, as amended (commonly
referred to as "Exon-Florio"). As previously announced, Iomai and Intercell have
entered into an Agreement and Plan of Merger (the "Merger Agreement") whereby
Iomai has agreed to be acquired by Intercell subject to the terms and conditions
of the Merger Agreement. The Acquisition still requires the approval of Iomai
stockholders and is subject to other closing conditions.
Important Additional Information Regarding the Transaction
In connection with the proposed transaction, Iomai Corporation filed a
preliminary proxy statement on May 14, 2008 and a revised preliminary proxy
statement on June 17, 2008 for its stockholders with the Securities and Exchange
Commission (SEC). Iomai Corporation will be filing a definitive proxy statement
for its stockholders and other documents regarding the proposed transaction with
the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, IOMAI STOCKHOLDERS AND
INVESTORS ARE URGED TO CAREFULLY READ THE PRELIMINARY PROXY STATEMENT AND, WHEN
IT BECOMES AVAILABLE, THE DEFINITIVE PROXY STATEMENT AS WELL AS ANY OTHER
RELEVANT MATERIALS, IN THEIR ENTIRETY BECAUSE THE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND IOMAI. Investors and
stockholders may obtain copies of the proxy statements and other relevant
documents filed with the SEC by Iomai free of charge at the SEC's web site at
www.sec.gov. In addition, investors and stockholders may obtain copies of the
proxy statements and other relevant documents filed with the SEC by Iomai free
of charge (when they are available) by going to Iomai's Investor Relations page
on its corporate website at www.iomai.com.
Iomai and its directors, executive officers and other members of management may
be deemed to be participants in the solicitation of proxies from Iomai's
stockholders with respect to the proposed transaction. Information regarding the
interests of such potential participants in the proxy solicitation are contained
in the preliminary proxy statement and will be contained in the definitive proxy
statement and other relevant materials to be filed with the SEC when they become
available.