Novavax Announces Exercise of Over-Allotment Option to Purchase Additional Shares
February 05 2016 - 3:00PM
Novavax, Inc. (Nasdaq:NVAX), a clinical-stage vaccine company
focused on the discovery, development and commercialization of
recombinant nanoparticle vaccines and adjuvants, today announced
that, in connection with Novavax’ previously announced initial
offering of 3.75% Senior Convertible Notes due 2023 (the “Notes”),
the initial purchasers have exercised in part their previously
announced over-allotment option to purchase an additional $25
million aggregate principal amount of the Notes (the “Additional
Notes”). The closing of the sale of the Additional Notes occurred
on February 5, 2016. Following the closing of the Additional Notes,
Novavax has issued a total of $325 million aggregate principal
amount of its 3.75% Senior Convertible Notes due 2023. Following
today’s closing, the initial purchasers retain the option, expiring
February 24, 2016, to purchase up to an additional $5 million
aggregate principal amount of the Notes on the same terms and
conditions as previously disclosed. 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.
Assuming the initial purchasers do not exercise
the remainder of their over-allotment option, Novavax will have
received aggregate net proceeds from the offering (including the
previously-announced net proceeds of approximately $291 million
from the initial closing on January 29, 2016) of approximately $315
million, after deducting the initial purchasers’ discounts and
commissions, but prior to deducting estimated offering expenses.
Novavax used approximately $2.9 million of the net proceeds from
the offering of the Additional Notes to pay the cost of additional
capped call transactions entered into in connection with the
partial exercise of the over-allotment option. 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 of the Notes, January 25, 2016, and is subject to certain
adjustments under the terms of the additional 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™ 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 remaining 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.
Contact:
Novavax, Inc.
Barclay A. Phillips
SVP, Chief Financial Officer and Treasurer
Andrea N. Flynn, Ph.D.
Senior Manager, Investor Relations
ir@novavax.com
240-268-2000
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