EMERYVILLE, Calif., Oct. 29,
2024 /PRNewswire/ -- Dynavax Technologies
Corporation (Nasdaq: DVAX), a commercial-stage
biopharmaceutical company developing and commercializing
innovative vaccines, today announced that its Board of Directors
has adopted a limited-duration stockholder rights plan, effective
immediately (the "Rights Plan").
The Dynavax Board adopted the Rights Plan in response to the
recent rapid accumulations of stock by Deep Track Capital, which
recently disclosed in a Schedule 13D/A filing its ownership of
13.6% of the Company's outstanding common stock. The Rights Plan is
intended to protect the investment of Dynavax stockholders during a
period in which it believes shares of the Company do not reflect
the inherent value of the business or its long-term growth
potential. The Rights Plan should reduce the likelihood that any
person or group gains control of Dynavax through open market
accumulation without paying all stockholders an appropriate control
premium or without providing the Board sufficient time to make
informed judgments and take actions that are in the best interests
of all stockholders.
The Rights Plan, which is similar to other plans adopted by
publicly held companies, does not contain any dead-hand, slow-hand,
no-hand or similar feature that limits the ability of a future
Board to redeem the rights. The Rights Plan does not limit the
Board's ability to engage in discussions or pursue transactions it
believes are in the best interests of all stockholders.
In connection with the adoption of the Rights Plan, the Board
declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Dynavax's common stock as of
the close of business on November 8, 2024, the record date.
Under the Rights Plan, the Rights generally would become
exercisable only if a person or group acquires beneficial ownership
of 15% or more of Dynavax common shares (or 18% if the person or
group is a passive 13G institutional investor). Once the Rights
become exercisable, each Right will entitle its holder (other than
any Acquiring Person, whose Rights will become void) to purchase,
for $52.00, additional shares of Dynavax common stock having a
market value of twice such exercise price. Any stockholders with
beneficial ownership of Dynavax's outstanding common stock above
the applicable threshold as of the time of this announcement are
grandfathered at their current ownership levels but are not
permitted to increase their ownership without triggering the Rights
Plan. In addition, the Rights Plan has customary flip-over and
exchange features.
Dynavax intends to submit the Rights Plan to a vote of its
stockholders at its 2025 Annual Meeting. The Rights Plan will
expire on the day following the certification of the voting results
for Dynavax's 2025 Annual Meeting, unless Dynavax's stockholders
ratify the Rights Plan at or prior to such meeting, in which case
the Rights Plan will continue in effect until October 28, 2025, unless the Rights are earlier
redeemed or exchanged by Dynavax.
Additional details regarding the Rights Plan are contained in a
Form 8-K that will be filed by the Company with the U.S. Securities
and Exchange Commission.
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 Great
Britain 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. Dynavax is advancing CpG 1018 as a
premier vaccine adjuvant used in clinical programs for shingles and
Tdap, and in global collaborations currently focused on adjuvanted
vaccines for COVID-19, plague, seasonal influenza and universal
influenza. 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 intended benefits of the Rights
Plan and Dynavax's long-term prospects. 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 actual demand for our products may differ from our
expectations, risks relating to our ability to commercialize and
supply HEPLISAV-B, risks related to the timing of completion and
results of current clinical studies, risks related to the
development and pre-clinical and clinical testing of vaccines
containing CpG 1018 adjuvant, as well as other risks detailed in
the "Risk Factors" section of our Quarterly Report on Form 10-Q for
the three months ended June 30, 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. 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
Dan Moore / Tali Epstein
Collected Strategies
Dynavax-CS@collectedstrategies.com
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SOURCE Dynavax Technologies
