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2016-01-29

Novavax, Inc.: Novavax Announces Closing of $300 Million Offering of Convertible Senior Notes Due 2023

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.
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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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Novavax, Inc. via Globenewswire

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