Novavax Announces Public Offer for All Outstanding Shares of Swedish Company

Novavax, Inc. recently announced it has made a public tender offer to acquire all outstanding shares and warrants of Sweden-based Isconova AB directly from such holders and intends to make a private offer for all outstanding stock options. The total transaction is valued at approximately $29.6 million based on the June 3, 2013, closing stock price of Novavax’s common stock. The offer has been recommended by Isconova AB’s board of directors in a press release that was issued earlier.

Novavax will acquire all outstanding Isconova AB shares for approximately 15.5 million shares of Novavax common stock, corresponding to an offer value of SEK 15.46 for each Isconova share. In addition, Novavax has offered to cash out all outstanding 2005-I warrants and 2005-II warrants for SEK 140,277, based on a Black-Scholes valuation. Pursuant to the private offer for stock options, Novavax intends to issue 218,120 shares of Novavax common stock, corresponding to a value of SEK 8.30 for each option share.

Isconova AB is a leading international company focused on the development of saponin-based, immune-modulating adjuvants that work with vaccine antigens to promote the immunogenic effect of the vaccine. Isconova has deep knowledge of vaccine systems, and the company develops vaccines together with partners in the human and veterinary markets. A number of vaccines are under development with Isconova’s third-generation nanoparticle adjuvant, Matrix-M. Isconova’s partners include Crucell/J&J, Pfizer, Merck & Co., The Jenner Institute, Virbac and Genocea. The first vaccine using Isconova’s nanoparticle Matrix technology, Equilis Prequenza, was launched on the veterinary market in 2006. The company is headquartered in Uppsala, Sweden.

Novavax is developing recombinant vaccine candidates across a wide variety of disease indications with four clinical-stage programs in seasonal influenza, pandemic influenza, RSV, and rabies, as well as a number of other programs currently in earlier stage preclinical development. Three of its clinical-stage programs and many of its preclinical programs are currently testing adjuvants to see whether immune responses can be enhanced. Novavax has a great deal of experience with a number of different types of adjuvants, including saponin-based adjuvants.

Notably, in October 2012, Novavax published successful results of its Phase I clinical pandemic influenza vaccine trial using a third-party’s saponin-based adjuvant. Novavax believes that Isconova’s vaccine adjuvant technology will complement its vaccine programs and provide greater control of the development and use of adjuvants within these programs. Novavax also believes that having full access to Isconova’s adjuvant program, along with the scientific and clinical teams that have been developing the technology for many years, will allow it to better understand, characterize, and refine many of its vaccine targets, which can potentially lead to better, more potent vaccine candidates brought into clinical trials and eventually to market in less time.

“Isconova’s proven vaccine adjuvant development technologies are a powerful complement to our recombinant vaccine programs,” said Stanley C. Erck, President and Chief Executive Officer. “Novavax remains focused on establishing itself as a leader in vaccine development, and we expect the addition of this proprietary adjuvant platform will significantly strengthen our vaccine technology platform.”

“Over the past couple years, our team has been committed to further expanding Isconova’s adjuvant technology to the human vaccine setting, and this announcement marks an exciting milestone on that front,” added Sven Andréasson, CEO of Isconova AB. “With Novavax’s leading position in the recombinant vaccine space, as well as its partnership with BARDA for the development of influenza VLP vaccines for the critical US market, Isconova’s adjuvants will have the opportunity to reach more patients than ever.”

Novavax, Inc. is a clinical-stage biopharmaceutical company creating vaccines to address a broad range of infectious diseases worldwide. Using innovative recombinant nanoparticle technology, as well as new and efficient manufacturing approaches, the company produces vaccine candidates to combat diseases, with the goal of allowing countries to better prepare for and more effectively respond to rapidly spreading infections. For more information, visit www.novavax.com.