NOVAVAX, INC. (NASDAQ:NVAX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On May 27, 2020, Novavax, Inc. (the “Company”), entered into a Share Purchase Agreement (the “Deed”) by and among, the Company, Novavax AB, the Company’s wholly-owned Swedish subsidiary (the “Buyer”), De Bilt Holdings B.V., Poonawalla Science Park B.V., and Bilthoven Biologicals B.V., each of which are companies organized and existing under the laws of the Kingdom of the Netherlands (collectively, the “Sellers”), and, solely as guarantor, Serum International B.V. a company organized and existing under the laws of the Kingdom of the Netherlands (“Serum”). to the terms and conditions of the Deed, the Buyer acquired all the issued and outstanding shares of Praha Vaccines a.s., a vaccine manufacturing company, organized and existing under the laws of the Czech Republic (“Praha Vaccines”), from the Sellers for approximately €151.7 million in cash (the “Purchase Price”), subject to adjustments as noted below. The Company agreed to guarantee certain payment obligations of the Buyer (the “Transaction”). The Transaction was consummated immediately following the execution and delivery of the Deed by the parties (the “Completion”).
The Purchase Price is subject to certain adjustments set forth in the Deed, including an adjustment for the net working capital of Praha Vaccines at Completion. The Purchase Price includes €10 million of which has been placed in an escrow account until September 30, 2020, less any amounts to settle claims made by the Buyer against the Seller under the Deed or other ancillary agreements. The Deed and ancillary agreements contain customary warranties and post-completion covenants as well as indemnities by each of the parties thereto.
The foregoing description of the Deed is not complete and is qualified in its entirety by reference to the Deed, a copy of which will be filed as an exhibit in a subsequent periodic report of the Company. The Deed has only been included to provide investors and stockholders with information regarding its terms. It is not intended to provide any other factual information about the Company, the Buyer, the Sellers, Serum, or Praha Vaccines. The warranties and covenants contained in the Deed were made only for purposes of the Deed, and as of specific dates, were solely for the benefit of the parties to the Deed, and may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Deed and should not rely on the warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of any of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the warranties may change after the date of the Deed, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information disclosed in Item 1.01 of this Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May 27, 2020, the Company issued a press release announcing the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1 to this Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for the purposes of Section 17 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set for by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements. The press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary notes in the press release regarding these forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Report on Form 8-K was required to be filed to Item 2.01.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Report on Form 8-K was required to be filed to Item 2.01.
(d) Exhibits.
| 99.1 | Press Release of Novavax, Inc. dated May 27, 2020. |
NOVAVAX INC Exhibit
EX-99.1 2 tm2021120d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Novavax Expands Large-Scale Global Manufacturing Capacity Novavax acquires Praha Vaccines in Czech Republic Annual operating capacity of over 1 billion doses of COVID-19 vaccine antigen GAITHERSBURG,…
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About NOVAVAX, INC. (NASDAQ:NVAX)
Novavax, Inc. (Novavax) is a clinical-stage vaccine company focused on the discovery, development and commercialization of recombinant nanoparticle vaccines and adjuvants. The Company operates through developing recombinant vaccines segment. The Company through its recombinant nanoparticle vaccine technology produces vaccine candidates to respond to both known and newly emerging diseases. Its product pipeline focuses on a range of infectious diseases with vaccine candidates in clinical development for respiratory syncytial virus (RSV), seasonal influenza, pandemic influenza and the Ebola virus (EBOV). Its lead adjuvant for human applications, Matrix-M, is in a Phase I/II clinical trial for pandemic influenza H7N9 vaccine candidate. It is also testing Matrix-M in conjunction with its EBOV vaccine candidate in a Phase I clinical trial. It is developing additional pre-clinical stage programs in a range of infectious diseases, including Middle East respiratory syndrome (MERS).