GAITHERSBURG, Md., Feb. 05, 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 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(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 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