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.