- Opportunistic refinancing extends the maturity of most of existing debt with improved terms and reduces dilution to existing capital structure
- $225 million of convertible notes due in 2030 issued, including an exchange for the retirement of ~$185 million of existing convertible notes due in 2026 and ~$40 million of new money
- Dynavax repurchased ~$8 million of the Company's common stock in connection with this transaction
EMERYVILLE, Calif., March 6, 2025 -- Dynavax Technologies Corporation (Nasdaq: DVAX), a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, has entered into privately negotiated exchange and subscription agreements (the "Exchange Agreements") with a limited number of holders of its outstanding 2.50% Convertible Senior Notes due 2026 (the "2026 Notes") and one new investor, pursuant to which the Company will issue $225 million aggregate principal amount of 2.0% Convertible Senior Notes due 2030 (the "New Notes") comprised of (i) an exchange for the retirement of approximately $185 million in aggregate principal amount of existing 2026 Notes, and (ii) approximately $40 million of New Notes issued to existing holders and one new investor (the "Transactions").
The conversion price of the New Notes will initially be $18.21 per share of Dynavax's common stock, which represents a conversion premium of 30% over the closing price of Dynavax's common stock on March 5, 2025. Upon the completion of the Transactions, which is expected to occur on or about March 13, 2025, approximately $40 million in aggregate principal amount of the 2026 Notes will remain outstanding with terms unchanged, and the aggregate principal amount of the New Notes outstanding will be $225 million.
In connection with the Transactions, Dynavax entered into agreements with certain of the existing capped call counterparties to unwind a portion of the existing capped call derivatives in a notional amount corresponding to the number of common shares underlying the 2026 Notes to be retired. Dynavax expects to receive approximately $46.5 million in connection with the unwind transactions, which it intends to use to partially offset the premium paid for the 2026 Notes in excess of par value and accrued and unpaid interest.
Additionally, the Company intends to repurchase approximately $8 million of the Company's common stock from certain participants in the Transactions through a financial intermediary at the closing price on March 5, 2025, to maintain a net neutral exchange of shares associated with the Transactions.
Kelly MacDonald, Chief Financial Officer of Dynavax said, "We continue to make progress across our strategic priorities, including strengthening our overall financial profile. This opportunistic refinancing accomplishes several of our liability management objectives in a highly efficient way by extending the maturity of a large portion of our existing debt, lowering overall cost of capital with meaningfully improved terms, reducing total shares underlying the 2026 Notes by nearly 25% and advantageously buying back approximately $8 million of the Company's common stock as part of these Transactions. We believe these Transactions have resulted in a significantly strengthened capital structure, which helps position us to execute on our balanced strategy to deliver near-term value while also investing in our long-term growth."
Additional information regarding this announcement may be found in a Current Report on Form 8-K that Dynavax intends to file today with the U.S. Securities and Exchange Commission.
The New Notes and any shares of common stock issuable upon conversion of the New Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release is neither an offer to sell, nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Dynavax
Dynavax is a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines to help protect the world against infectious diseases. The Company has two commercial products, HEPLISAV-B® vaccine [Hepatitis B Vaccine (Recombinant), Adjuvanted], which is approved in the U.S., the European Union and the United Kingdom for the prevention of infection caused by all known subtypes of hepatitis B virus in adults 18 years of age and older, and CpG 1018® adjuvant, currently used in HEPLISAV-B and multiple adjuvanted COVID-19 vaccines. For more information about our marketed products and development pipeline, visit www.dynavax.com.
Forward-Looking Statements
This press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements. Forward-looking statements can generally be identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "will," "may," "plan," "project," "potential," "seek," "should," "think," "toward," "will," "would" and similar expressions, or the negatives thereof, or they may use future dates. Forward-looking statements made in this document include statements regarding the expected benefits of the Transactions, including the impact on current or future dilution, the amount of debt under the 2026 Notes to remain outstanding, our cost of capital and positioning us to execute on our balanced strategy to deliver near-term value while also investing in our long-term growth and the use of proceeds from the Transactions and the unwind transactions. Actual results may differ materially from those set forth in this press release due to the risks and uncertainties inherent in our business, including, the risk that the transactions may not provide all or a portion of the expected benefits, risks relating to our ability to successfully execute on the remaining portions of our stated strategy, as well as other risks detailed in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2024 and periodic filings made thereafter, as well as discussions of potential risks, uncertainties and other important factors in our other filings with the U.S. Securities and Exchange Commission (the "SEC"). These forward-looking statements are made as of the date hereof, are qualified in their entirety by this cautionary statement and we undertake no obligation to revise or update information herein to reflect events or circumstances in the future, even if new information becomes available. Information on Dynavax's website at www.dynavax.com is not incorporated by reference in our current periodic reports with the SEC.
For Investors/Media:
Paul Cox
pcox@dynavax.com
510-665-0499
Nicole Arndt
narndt@dynavax.com
510-665-7264
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