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2016-01-26

Novavax, Inc.: Novavax Prices $300 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 the pricing of $300 million aggregate principal
amount of convertible senior unsecured notes that will mature on February 1,
2023 (the Notes). The Notes are being offered and sold only to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933,
as amended. Novavax has also granted 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. The offering was upsized from
the previously announced size of $200 million.

Citigroup and J.P. Morgan are acting as joint book-running managers of the
offering. Piper Jaffray and Guggenheim Securities are acting as Co-Lead
Managers.

The Notes will 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 will not be
redeemable prior to maturity and will be 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.

Novavax estimates that the net proceeds of the offering will be approximately
$291 million (or approximately $320 million if the initial purchasers'
over-allotment option is exercised in full), after deducting the initial
purchasers' discounts and commissions, but prior to deducting estimated
offering expenses. 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 also intends to 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 also entered into
privately negotiated capped call transactions with certain financial
institutions (the 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 generally similar to those applicable to the conversion rate of
the Notes. The cap price of the capped call transactions will initially 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
January 25, 2016, and is subject to certain adjustments under the terms of
the capped call transactions. 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 regarding the estimated net
proceeds of the offering and Novavax' anticipated use of proceeds, 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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