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2016-01-25

Novavax, Inc.: Novavax Announces Proposed Offering of $200 Million of Convertible Senior Notes Due 2023

GAITHERSBURG, Md., Jan. 25, 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 it intends to offer, subject to market and
other conditions, $200 million aggregate principal amount of convertible
senior unsecured notes that will mature on February 1, 2023 (the Notes). The
Notes will be offered and sold only to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended. Novavax
also expects to grant the initial purchasers of the Notes an option to
purchase up to an additional $30 million aggregate principal amount of the
Notes, solely to cover over-allotments.

Citigroup and J.P. Morgan are acting as joint book-running managers of the
offering.

"We completed five clinical trials during 2015, leading to the launch of two
Phase 3 trials and accelerating the pace to commercialization," said Stanley
C. Erck, President and CEO. "The purpose of this offering and the rationale
for a convertible note is to strengthen the balance sheet while minimizing
dilution. If completed, this offering will enhance our balance sheet as we
engage potential partners in discussions on RSV F Vaccine commercialization
rights outside North America and support our aggressive development and U.S.
commercialization plans."

While Novavax has not finalized its full financial results for the fiscal year
ended December 31, 2015, Novavax expects to report that it has approximately
$231 million of cash, cash equivalents and marketable securities as of
December 31, 2015. This amount is preliminary, has not been audited and is
subject to change upon completion of the audit of Novavax' consolidated
financial statements as of and for the year ended December 31, 2015.
Additional information and disclosures would be required for a more complete
understanding of Novavax' financial position and results of operations as of
December 31, 2015.

The Notes will bear cash interest, payable on February 1 and August 1 of each
year, beginning on August 1, 2016. The Notes will not be redeemable prior to
maturity. The Notes will be convertible into shares of Novavax common stock.
Final terms of the Notes, including interest rate, conversion rate,
conversion price, and certain other terms of the offering, will be determined
at the time of pricing.

Novavax intends to use the net proceeds from the offering for the advancement
of its clinical-stage vaccine candidates, including its recently initiated
pivotal Phase 3 clinical trials of its RSV F Vaccine in older adults and
pregnant women, as well as its other clinical and preclinical research
programs, and general corporate purposes, which may include working capital,
product development, manufacturing and process development expenditures,
capital expenditures, acquisitions and other strategic purposes. Novavax
would also use a portion of the net proceeds from the offering to pay the
cost of certain capped call transactions (described below).

In connection with the pricing of the Notes, Novavax intends to enter into
privately negotiated capped call transactions with one or more option
counterparties. The capped call transactions are expected generally to reduce
the potential dilution upon conversion of the Notes in the event that the
market price per share of Novavax' common stock, as measured under the terms
of the capped call transactions, is greater than the strike price of the
capped call transactions, which initially corresponds to the conversion price
of the Notes and is subject to anti-dilution adjustments similar to those
applicable to the conversion rate of the Notes. If, however, the market price
per share of Novavax' common stock, as measured under the terms of the capped
call transactions, exceeds the cap price of the capped call transactions,
there would nevertheless be dilution upon conversion of the Notes to the
extent that such market price exceeds the cap price of the capped call
transactions. If the initial purchasers of the Notes exercise their
over-allotment option, Novavax expects to enter into additional capped call
transactions with the option counterparties.

Novavax expects that, in connection with the capped call transactions, the
option counterparties or their respective affiliates will enter into various
hedging transactions, including (without limitation) derivative transactions,
with respect to Novavax' common stock and/or to purchase Novavax' common
stock concurrently with or shortly after the pricing of the Notes. This
activity could impact the market price of Novavax' common stock or the Notes
at that time, and could result in a higher effective conversion price for the
Notes. In addition, the option counterparties and/or their respective
affiliates may, from time to time, modify their hedge positions by entering
into or unwinding various hedging positions, including (without limitation)
derivative transactions, with respect to Novavax' common stock and/or by
purchasing or selling Novavax' common stock or other securities of Novavax in
secondary market transactions. This activity could also impact the market
price of Novavax' common stock or the Notes, which could affect the value of
the shares that a holder of Notes receives upon conversion of the Notes.

The offer and sale of the Notes are not being registered under the Securities
Act, or any state securities laws. The Notes may not be offered or sold in
the United States except pursuant to an exemption from the registration
requirements of the Securities Act and any applicable state securities laws.

This news release does not constitute an offer to sell or a solicitation of an
offer to buy the securities described herein, nor shall there be any sale of
these securities, in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the laws of such jurisdiction.

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,statements about Novavax' intention to commence
an offering of Notes and enter into capped call transactions, the expected
terms of the offering, the Notes and the capped call transactions, Novavax'
anticipated use of proceeds, Novavax' expectations with respect to the pace
to commercialization, Novavax' plans to engage in partnering discussions for
its RSV F Vaccine and Novavax' aggressive development and U.S.
commercialization plans. 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 whether or not Novavax will be able to consummate the
offering and the capped call transactions on the timeline or with the terms
anticipated, if at all, 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.

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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