GAITHERSBURG, Md., Jan. 29, 2016
(GLOBE NEWSWIRE) -- Novavax, Inc. (Nasdaq:NVAX), a clinical-stage
vaccine company focused on the discovery, development and
commercialization of recombinant nanoparticle vaccines and
adjuvants, today announced the closing of its previously announced
offering of $300 million aggregate principal amount of convertible
senior unsecured notes that will mature on February 1, 2023 (the
Notes). Under the purchase agreement, the initial purchasers may
exercise their option to purchase up to an additional $30 million
aggregate principal amount of the Notes solely to cover
over-allotments any time before February 24, 2016. The Notes were
offered and sold only to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended.
Citigroup and J.P. Morgan acted as
joint book-running managers of the offering. Piper Jaffray and
Guggenheim Securities acted as Co-Lead Managers.
The Notes bear cash interest at a
rate of 3.75%, payable on February 1 and August 1 of each year,
beginning on August 1, 2016. The Notes are not redeemable prior to
maturity and are convertible into shares of Novavax common stock.
The initial conversion rate for the Notes is 146.8213 shares of
Novavax' common stock per $1,000 principal amount of the Notes,
which is equivalent to an initial conversion price of approximately
$6.81 per share of Novavax' common stock, representing an
approximately 22.5% conversion premium based on the last reported
sale price of Novavax' common stock of $5.56 per share on January
25, 2016.
The net proceeds of the offering
were approximately $291 million, after deducting the initial
purchasers' discounts and commissions, but prior to deducting
estimated offering expenses. Novavax used approximately $34.7
million of the net proceeds from the offering to pay the cost of
the previously announced capped call transactions. The cap price of
the capped call transactions will be $9.73 per share, which
represents a premium of approximately 75% based on the last
reported sale price of Novavax' common stock of $5.56 per share on
the day of pricing, January 25, 2016, and is subject to certain
adjustments under the terms of the capped call transactions.
About
Novavax
Novavax, Inc. (Nasdaq:NVAX) is a
clinical-stage vaccine company committed to delivering novel
products to prevent a broad range of infectious diseases. Its
recombinant nanoparticles and Matrix-M(TM) adjuvant technology are
the foundation for groundbreaking innovation that improves global
health through safe and effective vaccines.
Forward-Looking Statements
This press release contains
forward-looking statements. Investors are cautioned not to place
undue reliance on these forward-looking statements, including, but
not limited to, potential exercise by the initial purchasers of
their over-allotment option and the possible effects of the capped
call transactions. Each forward-looking statement is subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in such statement.
Applicable risks and uncertainties include, but are not limited to,
those related to the conduct, timing and potential results from
Novavax' clinical-trials and other preclinical studies, Novavax'
plans for and potential timing of regulatory filings, the expected
timing and content of regulatory actions, Novavax' plans regarding
partnering activities and business development initiatives, and the
timing and success of Novavax' commercialization, if any, of its
product candidates. In addition, Novavax' management retains broad
discretion with respect to the allocation of the net proceeds of
this offering. Applicable risks also include those that are listed
under the heading "Risk Factors" and elsewhere in Novavax' Annual
Report on Form 10-K for the fiscal year ended December 31, 2014, in
addition to the risk factors that are included from time to time in
Novavax' subsequent SEC filings. Novavax undertakes no
obligation to update these forward-looking statements to reflect
events or circumstances occurring after this press release. Except
as otherwise noted, these forward-looking statements speak only as
of the date of this press release. All forward-looking statements
are qualified in their entirety by this cautionary statement.