Novavax Announces Exercise of Over-Allotment Option to Purchase Additional Shares

 

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.