To: Icebrg who wrote (1507 ) 4/15/2003 7:47:16 AM From: Icebrg Respond to of 3158 GenVec and Diacrin to Merge Tuesday April 15, 7:32 am ET New Company Will Advance TNFerade and Expand Vaccine Business; Manufacturing Capabilities and Strong Cash Position Support Product Portfolio GAITHERSBURG, Md., and CHARLESTOWN, Mass., April 15 /PRNewswire- FirstCall/-- GenVec, Inc. (Nasdaq: GNVC - News) and Diacrin, Inc. (Nasdaq: DCRN - News), jointly announced today that they have signed a definitive merger agreement under which GenVec will acquire Diacrin in a strategic transaction that creates a combined company with a strong product pipeline, process development and manufacturing expertise and facilities and significant financial resources to develop and ultimately commercialize innovative therapeutics intended to treat serious and life threatening diseases including cancer and heart disease. Under the terms of the agreement, each share of Diacrin common stock will be exchanged for 1.5292 shares of GenVec common stock in a tax-free reorganization. Based upon GenVec's closing share price of $1.46 on April 14, 2003, the transaction is valued at approximately $40.4 million or $2.23 per diluted Diacrin common share outstanding. GenVec is expected to have approximately $50 million in cash and investments at the end of 2003. GenVec's existing shareholders will own approximately 45.5% of the combined company and Diacrin's existing shareholders will own approximately 54.5%. The acquisition, which has been approved by the boards of directors of both companies, is subject to approval by the shareholders of each company and other customary closing conditions. The transaction is anticipated to close in the third quarter of 2003. "We are combining the key strengths, capabilities and facilities of the two companies to form a strong, focused company with a reduced cash burn, an efficient work force and a significant cash position," said Dr. Paul H. Fischer, GenVec's Chief Executive Officer. Dr. Fischer continued, "This transaction creates a company that can continue to advance the development and commercialization of TNFerade, expand our growing, cash positive vaccine business and enhance our ability to form partnerships that will drive the development of our product pipeline." "The combined company will have the ability to control the cost-effective production of clinical supplies for our product candidates and vaccine program. We will have additional expertise in cardiology, with product candidates for severe coronary artery disease and congestive heart failure. We will be seeking partners for the further development of these product opportunities as well as AdPEDF for the treatment of age-related macular degeneration," stated Dr. Fischer. "We believe this merger will significantly benefit Diacrin shareholders and increase the likelihood of successfully developing myoblast transplantation for cardiac repair. This will be a stronger company with very promising product candidates, an excellent technology platform and enhanced manufacturing capabilities," said Thomas H. Fraser, Ph.D., President and Chief Executive Officer of Diacrin. At the conclusion of the transaction, Dr. Fraser will become Chairman of the Board of the combined company. Dr. Fischer will remain as Chief Executive Officer and a new 9-member Board of Directors will be in place with 5 representatives from GenVec and 4 from Diacrin. Needham & Company, Inc. advised GenVec and SG Cowen Securities Corporation advised Diacrin on this transaction. The parties received legal representation from Arnold & Porter and Hale and Dorr LLP, respectively. About TNFerade TNFerade uses GenVec's patented adenovector technology to deliver the tumor necrosis factor-alpha (TNF-alpha) gene directly into the tumor where it interacts with standard radiation therapy, or chemotherapy, to produce the therapeutic protein, TNF-alpha. With this approach, TNFerade has the potential to improve cancer therapy. TNFerade is currently in Phase 2 clinical trials for pancreatic and esophageal cancer. About The Vaccine Program GenVec is collaborating with the Vaccine Research Center at the National Institute of Allergy and Infectious Diseases of the National Institutes of Health to develop a worldwide preventative AIDS vaccine. This $10.2 million program expands the utility of GenVec's advanced adenovector technology platform. GenVec also has a $1.9 million collaboration with the United States Navy Medical Research Center to create malaria and dengue virus vaccine candidates. About The Combined Product Pipeline The product pipeline of the combined company will feature its lead oncology product candidate, TNFerade. Partnerships will be sought to support the development of the cardiology program, comprised of BIOBYPASS for severe coronary artery disease and cell therapy for congestive heart failure, and for PEDF, a product candidate to prevent vision loss from macular degeneration. The company will seek to expand its revenue-generating vaccine program that currently includes product candidates against HIV, malaria and dengue viruses.