8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 4, 2013

NOVAVAX, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-26770	22-2816046
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

9920 Belward Campus Drive

Rockville, Maryland 20850

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code:  (240) 268-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 – Other Events

Announcement of public offer to acquire outstanding shares of Isconova AB

On June 4, 2013, Novavax, Inc. (the “Company”) issued a Swedish and U.S. press release announcing the Company’s intent to combine with Sweden-based Isconova AB, a Swedish company (“Isconova”), pursuant to a public tender offer to acquire all outstanding shares and warrants issued by Isconova (the “Offer”). In the Offer, the Company is offering (i) 1.2388 shares of its common stock for each share in Isconova and (ii) SEK 0.74 for each 2005-I warrant and SEK 3.78 for each 2005-II warrant in Isconova. Pursuant to a private offer for stock options, employees and board members of Isconova holding vested and unvested stock options who agree to waive their rights under the stock option agreement will receive 0.6232 shares of the Company’s common stock for each stock option in Isconova. The board of directors of Isconova has unanimously recommended that Isconova’s holders of shares and warrants accept the Offer.

Assuming full acceptance of the Offer, the Offer is expected to result in the Company’s present shareholders holding 91.1 percent of the combined entity and Isconova’s present holders of shares and stock options holding 8.9 percent of the combined entity, based on the number of issued shares in each company at full dilution. The Offer is expected to be completed in the Company’s fiscal third quarter.

The Company 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 pre-clinical development. Three of its clinical-stage programs and many of its pre-clinical programs are currently testing adjuvants to see whether immune responses can be enhanced. The Company has a great deal of experience with a number of different types of adjuvants, including saponin-based adjuvants. Notably, in October 2012 the Company published successful results of its Phase I clinical pandemic influenza vaccine trial using a third-party’s saponin-based adjuvant. The Company 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. The Company 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.

The completion of the Offer is conditional upon,

1. the Offer being accepted to such extent that the Company becomes owner of shares representing more than 90 percent of the total number of shares in Isconova on a fully diluted basis (including all issued warrants and stock options);

2. that all necessary regulatory, governmental or other similar clearances, approvals and decisions, including approvals from competition authorities, being obtained on terms which in the opinion of the Company are acceptable;

3. that the Company’s Registration Statement on Form S-4 in the United States, which will register the shares of Company common stock to be issued pursuant to the Offer, has become effective under the Securities Act of 1933, as amended, and is not the subject of any stop order or proceeding seeking a stop order;

4. that Isconova does not take any measures which are reasonably likely to have a material adverse effect (as defined below) on the satisfaction of the conditions to the Offer or its implementation, including any of the following that are reasonably likely to have such an effect: (i) disposing of a material part of Isconova’s assets, (ii) declaring or paying any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of Isconova’s capital stock, (iii) increasing or agreeing to increase the compensation payable or to become payable to Isconova’s officers or, except in accordance with past practice, employees, (iv) granting or agreeing to grant any severance or termination pay except in accordance with past practice or with the consent of the Company, or (v) operating Isconova in a manner other than in the ordinary course of its business;

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5. that, prior to the expiration of the acceptance period, the combination of the Company and Isconova is not prohibited or significantly impaired, or the ownership or operation of Isconova by the Company is not prohibited or significantly impaired, or, in either case, reasonably likely to be prohibited or significantly impaired, as the result of legislation, actions of a court or public authority, or similar events in Sweden, in the United States, or in another country, which have occurred or is expected to occur;

6. that no material adverse effect on Isconova’s financial condition or operations has occurred or exists, where, for the purposes of this clause, “material adverse effect” shall mean any change, effect, event, state of facts or inaccuracy (including, without limitation, any inaccurate or misstated information made public by Isconova or any information which should have been made public by Isconova and has not been made public), that has not been made public or disclosed to the Company prior to the announcement of the Offer and that has had a material adverse effect on Isconova’s business, results of operations, or financial condition; provided, however, no changes, effects, events or state of facts related to any of the following shall be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a material adverse effect: (a) conditions affecting the life science industry generally or the economy of any country where Isconova has conducted operations generally other than those that would have a disproportionate effect on Isconova; (b) the announcement or pendency of the Offer; (c) changes in applicable laws or accounting principles after the date of the announcement of the Offer; or (d) an outbreak or escalation of hostilities involving the United States or Sweden, the declaration of the United States or Sweden of a national emergency or war, or the occurrence of any acts of terrorism.

7. that Isconova, after the date of the announcement of the Offer, has not issued any shares of its capital stock or granted any options, rights or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except upon the exercise of warrants, options or convertible securities outstanding on the date of the announcement or with the Company’s prior written approval;

8. that no information made public by Isconova being materially inaccurate, incomplete or misleading, and Isconova having made public all such information that should have been made public by it under applicable rules; and

9. that no other party announcing an offer to acquire the shares in Isconova on terms that are more favorable to the shareholders of Isconova than the Offer.

The Company reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not or cannot be satisfied. However, with regard to conditions 2 - 9, the Offer may only be withdrawn provided that the non-satisfaction of such condition is of material importance to the Company’s acquisition of Isconova.

The Company reserves the right to waive, in whole or in part, one or more of the conditions set out above, other than condition 3, including, specifically, with respect to condition 1, the right to complete the Offer at a lower level of acceptance.

In the event that the Company, in connection with the Offer or otherwise, becomes the owner of more than 90 percent of the outstanding shares in Isconova on a fully diluted basis (including all issued and outstanding stock options and warrants), the Company intends to call for compulsory acquisition in accordance with the Swedish Companies Act to acquire all outstanding shares and warrants in Isconova and promote a delisting of the shares in Isconova from NASDAQ OMX First North Premier.

Certain shareholders of Isconova, who own in the aggregate 6,902,912 shares and warrants in Isconova, representing 55.3 percent of the issued and outstanding shares and votes in Isconova, have entered into irrevocable undertakings with the Company with respect to the Offer.

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Each such shareholders have undertaken (i) not to sell, transfer, encumber or grant any option or other right over or otherwise deal with or dispose of any Isconova shares, other than pursuant to the Offer, (ii) not to accept any other offer in respect of shares in Isconova, by whatever means it is to be implemented, (iii) not to solicit or encourage any third party to initiate or proceed with a public offer for or other purchase of any securities in Isconova, (iv) not to make any public offer for or purchase any securities in Isconova, (v) not to take any action or make any statement which may be prejudicial to the success of the Offer, (vi) not to make any public announcement or communication in connection with the Offer, or concerning Isconova which may be material to the Offer, without the Company’s prior consent and (vii) to exercise all voting rights in Isconova shares to enable the Offer. These undertakings are conditional upon that no other party announces a competing offer at a price which is at least 5% higher than the Offer, which the Company decides not to match (i.e. offer a price that at least corresponds to the price in the competing offer at the date of announcement of such competing offer) within five business days.

In addition, the irrevocable undertaking from InnKap 4 Partners L.P. (“InnKap”) provides that for a period of three months from the date of the closing of the Offer, Innkap will not, without the prior written consent of the Company, transfer its shares of the Company’s common stock held as of the date of the closing of the Offer. InnKap may transfer its shares under certain circumstances, including gifts, transfers by will or intestate succession.

A form of the irrevocable undertaking executed by certain Isconova shareholders is attached to this report as Exhibit 99.1.

The Company provided supplemental information regarding the Offer in connection with presentations to analysts and investors in a conference call held on June 4, 2013 at 10:00 a.m. EDT. A copy of the investor presentation is attached hereto as Exhibit 99.2. Copies of the Company’s press releases announcing the Offer, which provide additional details on the terms of the Offer, and the Isconova press release announcing its board of directors’ unanimous recommendation are filed herewith as Exhibits 99.3, 99.4, and 99.5.

Important additional information will be filed with the Securities and Exchange Commission (SEC)

This current report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed combination of the Company and Isconova, the Company intends to file with the SEC a Registration Statement on Form S-4 that will include a preliminary prospectus of the Company. These materials will not be final and may be amended. The Company urges Isconova investors to read the S-4 prospectus and the Swedish offer document regarding the proposed combination when they become available, as well as other documents filed with the SEC and with the Swedish Financial Supervisory Authority, because they will contain important information. You may obtain copies of all documents filed with the SEC regarding this proposed Offer, free of charge, at the SEC’s website (www.sec.gov). You may also obtain the documents filed with the SEC, free of charge, from the Company’s website (www.novavax.com) under the tab “Investor Info” and then under the heading “SEC Filings.”

Forward-Looking Statements

Statements herein relating to the future of the Company, the Offer, the proposed combination and the ongoing development of the Company’s vaccine products are forward-looking statements. The Company cautions that these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include those identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, and in other reports filed with the SEC. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read the Company’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this current report speak only as of the date of this report, and the Company undertakes no obligation to update or revise any of the statements, even if the Company’s expectations change, except to the extent required by applicable law. You should not rely on those statements as representing the Company’s views as of any date subsequent to the date of current report.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Form of Irrevocable Undertaking.
99.2 99.3 99.4 99.5	Investor Presentation. Press Release of Novavax, Inc. dated June 4, 2013. Offer Press Release of Novavax, Inc. dated June 4, 2013. Offer Press Release of Isconova AB dated June 4, 2013.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NOVAVAX, INC.
	/s/ John A. Herrmann III, J.D
Name:	John A. Herrmann III, J.D
Title:	Vice President, General Counsel & Corporate Secretary

Date: June 4, 2013

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EXHIBIT INDEX

Exhibit No. Description

99.1	Form of Irrevocable Undertaking.
99.2 99.3 99.4 99.5	Investor Presentation. Press Release of Novavax, Inc. dated June 4, 2013. Offer Press Release of Novavax, Inc. dated June 4, 2013. Offer Press Release of Isconova AB dated June 4, 2013.

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EX-99.1

Exhibit 99.1

Irrevocable Undertaking

This irrevocable undertaking agreement (the “Agreement”) has been made on [●] June 2013, by and between:

1. Novavax, Inc., (“Novavax”); and

2. [●] (the “Obligated Party”).

Novavax and the Obligated Party are each referred to as a “Party” and jointly as the “Parties”.

1. Background

1.1 Novavax is considering making a public offer to acquire all outstanding shares and warrants in Isconova AB, reg. no. 556549-4019 (“Isconova”), substantially on the terms and subject to the conditions set out in the attached draft press announcement (the “Offer”). Under the terms of the proposed Offer, Novavax will offer

(a) 1.2388¹ shares of its common stock for each share in Isconova; and

(b) SEK 0.74 for each 2005-I warrant in Isconova and SEK 3.78 for each 2005-II warrant in Isconova SEK².

Novavax also intends to make a private offer whereby holders of vested and unvested stock options³ who agree to waive their rights under the stock options will receive 0.6232⁴ shares of its common stock for each stock option in Isconova.

1.2 The Offer will be made in accordance with (i) the Rules concerning takeover bids for shares in Swedish companies whose shares are traded on certain trading platforms, issued by the Swedish Corporate Governance Board on 27 March 2012 (the “Takeover Rules”); and (iii) the Swedish Securities Council’s interpretations and applications of the Takeover Rules ((i)-(ii) together, the “Rules”).

1.3 The Obligated Party is the holder of [●] shares in Isconova, together with any other shares or warrants in Isconova that the Obligated Party may acquire after the date hereof (collectively, the “Securities”).

2. Irrevocable Undertaking

2.1 The Obligated Party hereby irrevocably undertakes to accept the Offer, if made, in respect of the Securities within five business days prior to the end of the initial acceptance period of the Offer. The undertaking to accept the Offer shall be irrevocable even if the Offer gives accepting shareholders the right to withdraw acceptances during the acceptance period under the Offer.

¹ SEK 16.50 per share payable in shares of Novavax common stock. Novavax common stock will be valued at the volume-weighted average share price over the

15 trading days prior to announcement.

²Cashed out at fair market value determined using the Black-Scholes Model.

³Employee and board member stock options 2012/2016.

⁴SEK 8.30 per stock option payable in shares of Novavax common stock, representing the offer price per share (SEK 16.50) reduced by the strike price per share for the stock options (SEK 8.20).

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2.2 The validity of the irrevocable undertaking set out herein is conditional upon

a) the Offer being launched by Novavax through a press announcement no later than 10 June 2013; and

b) that no other party, prior to the Offer being declared unconditional, announces a competing public offer to acquire the outstanding shares in Isconova (“Competing Offer”) at a price per share which is at least five (5) per cent higher than the Offer at the date of the announcement of the Competing Offer, and which Novavax decides not to match (i.e. offer a price that at least corresponds to the price in the Competing Offer) within five (5) business days.

2.3 In case Novavax decides to pursue the Offer, the Offer will be publicly announced by way of a press announcement in accordance with the Rules. Novavax’s obligation to complete the Offer will be subject to customary conditions, including a 90 percent acceptance level on a fully diluted basis (including all issued and outstanding stock options) which may be waived by Novavax.

2.4 The Obligated Party hereby irrevocably undertakes, subject to the conditions set out in Section 2.2, from the date of this Agreement

(a) not to sell, transfer, encumber, grant any option or other right over or otherwise deal with or dispose of any or all of the Securities or any interest in any or all of the Securities, whether directly or indirectly, other than pursuant to the Offer;

(b) not to accept (conditionally or unconditionally) any other offer in respect of any or all of the Securities, by whatever means it is to be implemented;

(c) not to solicit or encourage any third party to initiate or proceed with a public offer for any securities in Isconova or with any other purchase of securities in Isconova;

(d) not to make any public offer for or purchase of any securities in Isconova;

(e) not to take any action or make any statement which is or may be prejudicial to the success of the Offer;

(f) not to make any public announcement or communication in connection with the Offer, or concerning Isconova which is or may be material in the context of the Offer, without Novavax’s prior consent; and

(g) exercise all voting rights attaching to the Securities in such manner as to enable the Offer to be made and become unconditional and oppose the taking of any action which might result in any condition of the Offer not being satisfied.

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3. Warranties

3.1 The Obligated Party warrants and undertakes to Novavax that:

(a) the Securities include all the Securities issued by Isconova owned by the Obligated Party; and

(b) the Securities will be tendered pursuant to the Offer free from all charges, liens and encumbrances, option or other rights or interest.

3.2 [(a) The Obligated Party warrants and undertakes to Novavax that for a period of three months from the date of the closing of the Offer, it will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock of Novavax beneficially owned (as such term is used in Rule 13d-3 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for shares of common stock of Novavax or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock of Novavax, whether any such transaction described in clause (i) or (ii) is to be settled by delivery of or such other securities, in cash or otherwise.

(b) The warranties and undertakings set forth in Section 3.2(a) shall not apply to (i) transactions relating to shares of common stock of Novavax or other securities acquired in open market transactions after the closing of the Offer or (ii) transfers of shares of common stock of Novavax as a bona fide gift or by will or pursuant to the laws of descent and distribution; provided that in the case of any transfer or distribution pursuant to clause (ii) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of Section 3.2.]

3.3 The warranties and undertakings of this Section 3 shall not be extinguished or affected by the tender of the Securities pursuant to the Offer.

4. Miscellaneous

4.1 If Novavax extends the acceptance period in the Offer and/or increases the price in the Offer and/or matches a Competing Offer in accordance with Section 2.2 b) (a “Revised Offer”), this Agreement shall apply mutatis mutandis to such Revised Offer. It is understood and agreed that in the event of any Competing Offer, the Obligated Party shall not enter into any contract or arrangement in respect of such Competing Offer that would be inconsistent with the terms of, or frustrate the intent of, this Agreement. In furtherance of the foregoing, the Parties agree that any agreement similar to this Agreement entered into by the Obligated Party relating to a Competing Offer will not contain any terms more favorable in any material respect to the third party conducting such Competing Offer than the terms of this Agreement.

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4.2 The Obligated Party agrees that its irrevocable undertaking to accept the Offer in respect of the Securities as set out herein may be made public by Novavax in relation to the Offer in accordance with the Rules. The Obligated Party hereby authorizes Novavax to publish and disclose in any announcement or disclosure required by the U.S. Securities and Exchange Commission the (“SEC”), The Nasdaq Stock Market or any other national securities exchange and in the Registration Statement on Form S-4 (including all documents and schedules filed with the SEC in connection with the foregoing), its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement. Novavax hereby authorizes the Obligated Party to make such disclosure or filings as may be required by the SEC or The Nasdaq Stock Market or any other national securities exchange.

4.3 The Obligated Party agrees to keep confidential any information concerning the Offer and not to deal or recommend others to deal in the Securities of Isconova before any such information becomes publicly available. It is noted that both Isconova and Novavax are publicly traded companies and the discussion and negotiations relating to the Offer and any information resulting therefrom may constitute insider information under applicable U.S. or Swedish laws.

4.4 In the event the Offer is withdrawn by Novavax, all obligations of the Obligated Party hereunder shall immediately cease. In such case, the Obligated Party shall have no claim against Novavax whatsoever (except claims for the reversion of tendered Securities).

4.5 This Agreement is governed by Swedish law, without reference to choice of law principles, and any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce in Stockholm, Sweden. The language of the arbitration proceedings shall be English.

4.6 The Parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy at law, and the Parties hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. The Parties acknowledge and agree that each party hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law. Each Party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (a) the other Party has an adequate remedy at law or (b) an award of specific performance is not an appropriate remedy for any reason at law.

____________________

This Agreement has been entered into in two copies, of which each Party has taken one.

Place:	Place:
Date:	Date:
Novavax, Inc.
By: ________________________________	By: ________________________________
John A. Herrmann III, VP and General Counsel

EX-99.2

1 NOVAVAX Acquisition of

NOVAVAX 2 Safe Harbor Statements Statements herein relating to the future of Novavax, the public offer for the shares of Isconova, the proposed combination, and the ongoing development of Novavax’s vaccine products are forward - looking statements . Novavax cautions that these forward - looking statements are subject to numerous assum ptions, risks and uncertainties, which change over time . Such factors that may cause actual results to differ materially from the results discussed in the forward - looking statements or historical experience include risks relating to the early stage of Novavax ’ s product candidates under development ; current results may not be predictive of future pandemic results, results of our seasonal influenza vaccine or any other vaccine that we may develop ; further testing is required before regulatory approval can be applied for and the FDA may not approve a vaccine even if further trial results are similar to those disclosed previously by the company ; uncertainties relating to clinical trials , including possible delays in initiating or completing the trials and safety and efficacy results ; dependence on the efforts of third parties ; competition for clinical resources and patient enrollment from drug candidates in development by other companies with greater resources and visibility ; and risks that we may lack the financial resources and access to capital to fund our operations including further clinical trials . Further information on the factors and risks that could affect Novavax ’ s business, financial conditions and results of operations, is contained in Novavax

’ s filings with the U . S . Securities and Exchange Commission, which are available at www . sec . gov . These forward - looking statements speak only as of the date of this presentation, and Novavax assumes no duty to update forward - looking statements .

NOVAVAX 3 Safe Harbor Statements This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval . In connection with the proposed combination of Novavax and Isconova, Novavax intends to file with the SEC a Registration Statement on Form S - 4 that will include a preliminary prospectus of Novavax . These materials will not be final and may be amended . An offer prospectus related to the public offer will be distributed to the shareholders of Isconova after the Registration Statement on Form S - 4 is declared effective . Novavax urges investors to read the Form S - 4 prospectus and the Swedish offer prospectus regarding the proposed combination when they become available, as well as other documents filed with the SEC and with the Swedish Financial Supervisory Authority, because they will contain important information . You may obtain copies of all documents filed with the SEC regarding this proposed transaction, free of charge, at the SEC’s website ( www . sec . gov ) . You may also obtain the documents filed with the SEC, free of charge, from Novavax’s website ( www . novavax . com ) under the tab “Investor Info” and then under the heading “

SEC Filings . ”

NOVAVAX 4 Agenda • Isconova Overview • Strategic Rationale for Acquisition • Acquisition Highlights • Financial Summary

NOVAVAX 5 • Publicly traded company located in Uppsala, Sweden • Saponin - based adjuvant platform from selected fractions of tree bark from quillaja saponaria trees • M ulti - purpose, immune - modulating adjuvant products for a broad range of applications within vaccine development • Matrix - M™ adjuvant tested in two Phase I influenza trials, and currently in three on - going Phase I trials for HSV, malaria and rabies • A djuvants are licensed in six veterinary vaccines (including Pfizer, Merck/MSD), which have provided annual revenue of about $2 MM • GMP production in place for adjuvants in human Phase I/II – planning for Phase III supply and manufacturing •

23 FTE’s Isconova Overview

NOVAVAX 6 Isconova Human Vaccine/Matrix - M™

Pipeline

NOVAVAX 7 Strategic Rationale for Transaction • Deal provides access to proprietary adjuvant technology • Ownership of adjuvant ‒ Beyond pandemic influenza, a wide - variety of Novavax vaccine candidates anticipate adjuvant use (rabies , RSV in elderly, foot - and - mouth disease, additional pre - clinical programs) ‒

Retention of the full economics of an adjuvanted vaccine ‒ Control over development and production start to finish ‒ Worldwide rights ‒ Opportunity to improve and potentially accelerate vaccine development

NOVAVAX 8 Isconova Financial Summary* Cash

• ~$5.4 million as of 3/31/2013 2012 Revenue • ~$2.8 million 2012 Burn Rate • ~$5.5 million Estimated Burn Rate post - acquisition (full year) • ~$5 million *Figures are based on financial statements of Isconova prepared under IFRS and represents an estimated exchange rate of 6.5 SEK per U.S. dollar.

NOVAVAX 9 Isconova Transaction Summary Purchase Price • $29.6 million in shares of NVAX stock (15.7 million shares) Transaction Details • Public tender offer for all outstanding Isconova stock • Three largest shareholder groups (~55% of all shares) have agreed in advance to tender • Largest shareholder has agreed to 3 - month lock - up Major Closing Conditions • 90% or more of Isconova shares tendered during offer period • No material adverse change in Isconova’

s business Expected Closing • Offer period expected to begin week of July 8, 2013 • Expected to complete on or about week of July 29, 2013

NOVAVAX 10 Summary of Purchase Price Tender offer price per share SEK 15.46 Equals U.S. $2.34 Isconova stock price as of June 3, 2013 SEK 12.20 Number of Novavax shares to be issued for outstanding Isconova shares 15.5 MM Novavax shares issued for Isconova stock options 0.2 MM Total number of Novavax shares to be issued 15.7 MM ~10.3% of Novavax issued &

outstanding shares Closing price of Novavax shares as of June 3, 2013 $1.89 Total value of Novavax shares to be issued in transaction $29.6 MM

NOVAVAX 11 Overall Summary • Ownership of proprietary adjuvant technology ‒ Multiple clinical & pre - clinical Novavax vaccine candidates anticipate adjuvant use ‒ Retention of the full economics of an adjuvanted vaccine ‒ Control over development and production start to finish ‒ Worldwide rights ‒ Opportunity to improve and potentially accelerate vaccine development

EX-99.3

Contact:	John Herrmann
	Vice President, General Counsel
	Novavax, Inc.
	240-268-2000

Novavax Announces Public Offer for all Outstanding Shares of Isconova

· Adds proprietary nanoparticle matrix immune-modulating adjuvant technology to Novavax’s recombinant vaccine development platform

· Total transaction valued at approximately $29.6 million USD

· Conference call with management to discuss acquisition at 10:00 a.m. EDT today

Rockville, MD (June 4, 2013)–/GlobeNewswire, Inc. /-Novavax, Inc. (NASDAQ: NVAX) today announced that it has made a public tender offer to acquire all outstanding shares and warrants of Sweden-based Isconova AB (NASDAQ OMX First North Premier: ISCO) 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 USD 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 this morning.

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 pre-clinical development. Three of its clinical-stage programs and many of its pre-clinical 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 today’s 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 U.S. market, Isconova’s adjuvants will have the opportunity to reach more patients than ever.”

Under the terms of the offer, Novavax is offering 1.2388 shares of its common stock for each share in Isconova and SEK 140,277 in the aggregate for the 2005-I warrants and 2005-II warrants in Isconova. Pursuant to the private offer for stock options, holders of vested and unvested stock options who agree to waive their rights under the stock options will receive 0.6232 shares of Novavax common stock for each stock option in Isconova. No commission or brokerage fees will be levied on holders of shares and warrants that tender such instruments in the offer. To the extent holders of shares in Isconova are entitled to receive fractions of shares in Novavax, such fractions of shares will be paid in cash in lieu thereof.

Handelsbanken Capital Markets is acting as the financial advisor to Isconova. Ropes & Gray LLP and Setterwalls Advokatbyrå AB are serving as legal counsel to Novavax and Advokatfirman Lindahl KB is serving as legal counsel to Isconova.

Conference Call

Novavax’ management will host a conference call today to discuss the Isconova acquisition at 10:00 a.m. EDT. The live conference call will be accessible on Novavax’ website at www.novavax.com under “Investor Info/Events” or by telephone at 1 (877) 212-6076 (domestic) or 1 (707) 287-9331 (international) using passcode 88627824.

About Novavax

Novavax, Inc. (Nasdaq: NVAX) 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. Novavax is committed to using its technology platform to create geographic-specific vaccine solutions and is therefore involved in several international partnerships, including collaborations with Cadila Pharmaceuticals of India, LG Life Sciences of Korea and PATH. Together, these organizations support Novavax’ worldwide commercialization strategy and have the global reach to create real and lasting change in the biopharmaceutical field. Additional information about Novavax is available on the company’s website, www.novavax.com.

Forward-Looking Statements

Statements herein, including but not limited to those relating to the future of Novavax, the public offer for the shares of Isconova, the proposed combination, and the ongoing development of Novavax’s vaccine products are forward-looking statements. Novavax cautions that these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include those identified under the heading “Risk Factors” in the Novavax Annual Report on Form 10-K for the year ended December 31, 2012, and filed with the Securities and Exchange Commission (SEC). We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and we undertake no obligation to update or revise any of the statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

Additional Information and Where to Find it

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed combination of Novavax and Isconova, Novavax intends to file with the SEC a Registration Statement on Form S-4 that will include a preliminary prospectus of Novavax. These materials will not be final and may be amended. An offer prospectus related to the public offer will be distributed to the shareholders of Isconova after the Registration Statement on Form S-4 is declared effective. Novavax urges investors to read the Form S-4 prospectus and the Swedish offer prospectus regarding the proposed combination when they become available, as well as other documents filed with the SEC and with the Swedish Financial Supervisory Authority, because they will contain important information. You may obtain copies of all documents filed with the SEC regarding this proposed transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain the documents filed with the SEC, free of charge, from Novavax’s website (www.novavax.com) under the tab “Investor Info” and then under the heading “SEC Filings.”

###

EX-99.4

Contact:	John Herrmann
	Vice President, General Counsel
	Novavax, Inc.
	240-268-2000

NOVAVAX AND ISCONOVA TO COMBINE; NOVAVAX LAUNCHES RECOMMENDED PUBLIC OFFER TO ACQUIRE ISCONOVA

Rockville, MD (June 4, 2013)–/GlobeNewswire, Inc. /-Novavax, Inc. (NASDAQ: NVAX), a leading vaccine development company, seeks to acquire a proprietary adjuvant to provide greater flexibility and control of the development and commercialization of its vaccine candidates that could benefit from use of an adjuvant. Isconova AB (NASDAQ OMX First North Premier: ISCO), a leader in the development of saponin-based, immune-modulating adjuvants, is expected to be a natural fit to augment Novavax’s expanding vaccine development programs, given Isconova’s proven success with its Matrix adjuvant technology through a number of partnerships in both veterinary markets since 2006 and in recent human clinical trials.

Summary

· Recommended offer by Novavax, Inc. to acquire all outstanding shares and warrants¹ issued by Isconova (the “Offer”).

· 1.2388 shares issued by Novavax are offered for each share in Isconova, corresponding to an offer value of SEK 15.46 for each Isconova share, based on the closing price of Novavax shares on 3 June 2013 (or SEK 16.50 based on the 15-trading day volume-weighted average share price (“VWAP”) of Novavax up to and including 3 June 2013).

· Based on the closing price of Novavax shares on 3 June 2013², the Offer represents

° a premium of 26.7 percent (or 35.2 percent based on the 15-trading day VWAP of Novavax up to and including 3 June 2013) compared to Isconova’s closing price on 3 June 2013, the last trading day prior to the announcement of the Offer;

° a premium of 27.3 percent (or 35.9 percent based on the 15-trading day VWAP of Novavax up to and including 3 June 2013) compared to the 15-trading day VWAP of Isconova up to and including 3 June 2013; and

° a premium of 49.0 percent (or 59.0 percent based on the 15-trading day VWAP of Novavax up to and including 3 June 2013) compared to Isconova’s VWAP during the last three calendar months up to and including 3 June 2013.

¹ Warrants 2005-I and 2005-II.

²Offer value and Offer premium calculations are based on an SEK/USD exchange rate of 6.6023.

Background and reasons for the Offer

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 pre-clinical development. Three of these clinical-stage programs are currently testing adjuvants, which are substances that act to enhance immune responses to specific vaccine targets. Novavax has been and continues testing adjuvants in all of its pre-clinical programs to see whether they enhance the immune responses to those vaccine candidates.

Consequently, Novavax has 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. Based on these data and Isconova’s published clinical data, Novavax believes that Isconova’s vaccine adjuvant technology will complement and strengthen its existing vaccine programs and provide Novavax with greater control of the development and use of adjuvants within these programs. Novavax further 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 has the potential to lead to better, more potent vaccine candidates advanced through clinical trials to market in less time.

Following completion of the Offer, Novavax’s current intention is that the executive management team of Isconova will be offered positions subject to their commitment to the combined company. The board of Novavax believes that the prospects for employees of Isconova will generally be enhanced through the strengthened market position and growth prospects of the combined company. Novavax currently has no intention to make any significant changes regarding Isconova’s employees, their terms of employment or the location where the company conducts business.

The Offer

Novavax will implement the combination via a recommended public offer by Novavax to the holders of shares and warrants in Isconova. According to the terms of the Offer, Novavax will issue 15,454,471 shares of its common stock, with an aggregate transaction value of SEK 192.8 million (USD 29.2 million), based on the closing price of Novavax shares on 3 June 2013, the last trading day prior to the announcement of the Offer.

Assuming full acceptance of the Offer and that all holders of stock options accept the private offer to waive their rights under their stock options (see below), the Offer is expected to result in Novavax’s present shareholders holding 91.1 percent of the combined entity, and Isconova’s present holders of shares and stock options holding 8.9 percent of the combined entity, based on the number of issued shares in each company at full dilution.

Under the terms of the Offer,

· Novavax offers 1.2388 shares of its common stock for each share in Isconova; and

· Novavax offers SEK 0.74 for each 2005-I warrant and SEK 3.78 for each 2005-II warrant in Isconova.³

No commission or brokerage fees will be levied on holders of shares and warrants that tender such instruments in the Offer. To the extent holders of shares in Isconova are entitled to receive fractions of shares in Novavax, such fractions of shares will be sold commission free by a financial institution on a best efforts basis on behalf of such holders, and the proceeds will be paid in SEK to the eligible parties in lieu thereof.

The shares issued by Novavax as consideration in the Offer cannot be received by holders of shares in Isconova who have their shares registered on a Securities Account (Sw. VP-konto) with Euroclear Sweden AB. Such holders who tender their shares in the Offer may elect to open a custody account (Sw. värdepappersdepå) for purposes of receiving the Offer consideration, which is notified to Novavax, when the shares are tendered in the Offer. Alternatively, such holders may elect that the Novavax shares received as consideration shall be sold commission free by a financial institution appointed by Novavax on a best efforts basis on behalf of such holders, and the proceeds will be paid in SEK to the eligible parties. Also holders of shares in Isconova with custody accounts with a bank or stock broker will be able to sell such number shares of Novavax that equals no more than 10,000 shares in Isconova by using such commission free selling facility.

Holders of shares in Isconova who hold such instruments in a custody account do not need to take any specific measures, other than follow instructions from their nominee with respect to acceptance of the Offer, as they should be able to receive the Novavax shares directly on their custody accounts.

As at the time of the Offer announcement, Novavax does not hold any shares or corresponding equity instruments issued by Isconova.

Stock options granted by Isconova to employees and board members

The Offer does not include stock options⁴ granted by Isconova to its employees and board members. Novavax intends to procure fair treatment in the transaction for holders of stock options and intends to make a private offer, whereby holders of vested and unvested stock options who agree to waive their rights under the stock option agreement will receive 0.6232 shares of Novavax common stock for each stock option in Isconova. The consideration offered for the stock options represents the difference between the offer price for each Isconova share, based on the 15-trading day VWAP of Novavax up to and including 3 June 2013, and the SEK 8.20 strike price of the stock options. Holders of stock options accepting this private offer will also be eligible to sell shares of Novavax by using the commission free selling facility described above.

³ The consideration offered for the warrants is based on a Black-Scholes valuation that assumes a current spot price derived using the exchange ratio of 1.2388 multiplied by the 15-trading day VWAP of Novavax up to and including 3 June 2013 and based on an SEK/USD exchange rate of 6.6023. There are in total 11,122 outstanding 2005-I warrants and 34,935 outstanding 2005-II warrants. 

⁴ Employee and board member stock options 2012/2016.

Offer value and premium⁵

In each case based on the closing price of Novavax shares on 3 June 2013, the Offer represents

· a premium of 26.7 percent (or 35.2 percent based on the 15-trading day VWAP of Novavax up to and including 3 June 2013) compared to Isconova’s closing price on 3 June 2013, the last trading day prior to the announcement of the Offer;

· a premium of 27.3 percent (or 35.9 percent based on the 15-trading day VWAP of Novavax up to and including 3 June 2013) compared to the 15-trading day VWAP of Isconova up to and including 3 June 2013; and

· a premium of 49.0 percent (or 59.0 percent based on the 15-trading day VWAP of Novavax up to and including 3 June 2013) compared to Isconova’s VWAP during the last three calendar months up to and including 3 June 2013.

Assuming that all holders of shares and warrants tender such instruments in the Offer and that all holders of stock options accept the private offer to waive their rights under their stock options, 15,672,591 shares in Novavax will be issued in consideration for the shares and the stock options and SEK 140,277 will be paid in the aggregate as consideration for the 2005-I warrants and 2005-II warrants, corresponding to a total offer value of approx. USD 29.6 million (corresponding to approx. SEK 195.7 million).

Recommendation by Isconova’s Board of Directors

The Board of Directors⁶ of Isconova unanimously recommends holders of shares and warrants in Isconova to accept the public offer made by Novavax.

Pro Forma Financial Information

Unaudited pro forma condensed consolidated financial statements giving effect to the combination of Novavax and Isconova will be available in the offer document and Registration Statement on Form S-4.

Terms of the Offer

The completion of the Offer is conditional upon,

1. the Offer being accepted to such extent that Novavax becomes owner of shares representing more than 90 percent of the total number of shares in Isconova on a fully diluted basis (including all issued warrants and stock options);

2. that all necessary regulatory, governmental or other similar clearances, approvals and decisions, including approvals from competition authorities, being obtained on terms which in the opinion of Novavax are acceptable;

⁵ Offer value and Offer premium calculations are based on an SEK/USD exchange rate of 6.6023.

⁶ Since Board members Gunnar Fernström and Bo Håkansson cannot be considered independent of shareholder InnKap 4 Partners L.P. and Farstorps Gård AB who have entered into irrevocable undertakings to accept the Offer, they have not participated in the Board of Directors’ handling of or resolutions regarding the Offer.

3. that Novavax’s Registration Statement on Form S-4 in the United States, which will register the shares of Novavax common stock to be issued pursuant to the Offer, has become effective under the Securities Act of 1933, as amended, and is not the subject of any stop order or proceeding seeking a stop order;

4. that Isconova does not take any measures which are reasonably likely to have a material adverse effect (as defined below) on the satisfaction of the conditions to the Offer or its implementation, including any of the following that are reasonably likely to have such an effect: (i) disposing of a material part of Isconova’s assets, (ii) declaring or paying any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of Isconova’s capital stock, (iii) increasing or agreeing to increase the compensation payable or to become payable to Isconova’s officers or, except in accordance with past practice, employees, (iv) granting or agreeing to grant any severance or termination pay except in accordance with past practice or with the consent of Novavax, or (v) operating Isconova in a manner other than in the ordinary course of its business;

5. that, prior to the expiration of the acceptance period, the combination of Novavax and Isconova is not prohibited or significantly impaired, or the ownership or operation of Isconova by Novavax is not prohibited or significantly impaired, or, in either case, reasonably likely to be prohibited or significantly impaired, as the result of legislation, actions of a court or public authority, or similar events in Sweden, in the United States, or in another country, which have occurred or is expected to occur;

6. that no material adverse effect on Isconova’s financial condition or operations has occurred or exists, where, for the purposes of this clause, “material adverse effect” shall mean any change, effect, event, state of facts or inaccuracy (including, without limitation, any inaccurate or misstated information made public by Isconova or any information which should have been made public by Isconova and has not been made public), that has not been made public or disclosed to Novavax prior to the announcement of the Offer and that has had a material adverse effect on Isconova’s business, results of operations, or financial condition; provided, however, no changes, effects, events or state of facts related to any of the following shall be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a material adverse effect: (a) conditions affecting the life science industry generally or the economy of any country where Isconova has conducted operations generally other than those that would have a disproportionate effect on Isconova; (b) the announcement or pendency of the Offer; (c) changes in applicable laws or accounting principles after the date of the announcement of the Offer; or (d) an outbreak or escalation of hostilities involving the United States or Sweden, the declaration of the United States or Sweden of a national emergency or war, or the occurrence of any acts of terrorism.

7. that Isconova, after the date of the announcement of the Offer, has not issued any shares of its capital stock or granted any options, rights or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except upon the exercise of warrants, options or convertible securities outstanding on the date of the announcement or with Novavax’s prior written approval;

8. that no information made public by Isconova being materially inaccurate, incomplete or misleading, and Isconova having made public all such information that should have been made public by it under applicable rules; and

9. that no other party announcing an offer to acquire the shares in Isconova on terms that are more favorable to the shareholders of Isconova than the Offer.

Novavax reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not or cannot be satisfied. However, with regard to conditions 2 - 9, the Offer may only be withdrawn provided that the non-satisfaction of such condition is of material importance to Novavax’s acquisition of Isconova.

Novavax reserves the right to waive, in whole or in part, one or more of the conditions set out above, other than condition 3, including, specifically, with respect to condition 1, the right to complete the Offer at a lower level of acceptance.

Irrevocable Undertakings

InnKap 4 Partners L.P., Farstorps Gård AB, LMK Ventures AB, LMK Forward AB and Peter Ragnarsson who own in the aggregate 6,902,912 shares in Isconova, representing 55.3 percent of the outstanding shares and votes in Isconova before dilution, have each undertaken, pursuant to an agreement providing that such undertakings shall be irrevocable until the closing of the Offer (i) to accept the Offer, tender all of their shares and not withdraw such shares once tendered, (ii) to exercise voting rights to enable the Offer to be made and become unconditional and oppose any action that might result in any Offer condition not being satisfied, (iii) not to transfer any of their Isconova shares and (iv) not to solicit competing proposals for the acquisition of Isconova. These undertakings are conditional upon that no other party announces a competing offer at a price which is at least 5 percent higher than the Offer, which Novavax decides not to match (i.e. offer a price that at least corresponds to the price in the competing offer at the date of announcement of such competing offer) within

five business days.

Preliminary Timetable

Preliminary date for publication of the offer document:	9 July 2013
Preliminary acceptance period:	9 July – 30 July 2013
Preliminary date for settlement (delivery of Novavax common stock):	5 August 2013

In connection with the Offer, Novavax intends to file a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”). Novavax expects to distribute the offer document to holders of shares and warrants in Isconova as soon as possible after such Registration Statement is declared effective.

Novavax reserves the right to extend the acceptance period. As further information regarding timing becomes available, Novavax will announce it.

Due diligence

Novavax has conducted a limited due diligence before announcement of the Offer. As part of this due diligence, Novavax has received certain limited information regarding management’s budget expectations for 2013. Novavax has not received any non-public price-sensitive information in connection with the due diligence investigation in addition to the above.

Compulsory acquisition proceedings and delisting

In the event that Novavax, in connection with the Offer or otherwise, becomes the owner of more than 90 percent of the outstanding shares in Isconova on a fully diluted basis (including all issued and outstanding stock options and warrants), Novavax intends to call for compulsory acquisition in accordance with the Swedish Companies Act to acquire all outstanding shares and warrants in Isconova. In connection therewith, Novavax intends to promote a delisting of the shares in Isconova from NASDAQ OMX First North Premier.

Applicable law and disputes

The Offer shall be governed by and in accordance with the laws of Sweden. The Rules concerning takeover bids for shares in Swedish companies whose shares are traded on certain trading platforms, issued by the Swedish Corporate Governance Board on 27 March 2012 (the “Takeover Rules”) and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer.

Advisors

Ropes & Gray LLP and Setterwalls Advokatbyrå AB are Novavax’s legal advisors in conjunction with the offer.

Handelsbanken Capital Markets is Isconova’s financial advisor in conjunction with the Offer.

Advokatfirman Lindahl KB is Isconova’s legal advisors in conjunction with the Offer.

Conference call

Novavax’ management will host a conference call today to discuss the Isconova combination at 10:00 a.m. EDT. The live conference call will be accessible on Novavax’ website at www.novavax.com under “Investor Info/Events” or by telephone at 1 (877) 212-6076 (domestic) or 1 (707) 287-9331 (international) using passcode 88627824.

About Novavax

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. Novavax is committed to using its technology platform to create geographic-specific vaccine solutions and is therefore involved in several international partnerships, including collaborations with Cadila Pharmaceuticals of India, LG Life Sciences of Korea and PATH. Together, these organizations support Novavax’ worldwide commercialization strategy and have the global reach to create real and lasting change in the biopharmaceutical field. Additional information about Novavax is available on the company’s website, www.novavax.com.

About Isconova

Isconova AB is a leading international vaccine adjuvant company. Isconova has deep knowledge of vaccine systems, and the company develops vaccines together with partners in the human and veterinary markets. The first vaccine using Isconova’s nanoparticle Matrix technology, Equilis®Prequenza, was launched on the veterinary market in 2006. In the human market a number of vaccines are under development with Isconova’s third generation nanoparticle, Matrix-M™. Isconova’s partners include Crucell/J&J, Pfizer, Merck & Co., The Jenner Institute, Virbac and Genocea. The Company is headquartered in Uppsala, Sweden. Isconova AB is listed on NASDAQ OMX First North Premier (ticker: ISCO). Pareto Öhman AB is the Company’s Certified Adviser. Additional information about Isconova is available on the company’s website, www.isconova.com.

Additional Information

This press release is a translation from the Swedish language. In the event of discrepancy between the Swedish version and the English version, the Swedish version shall prevail.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed combination of Novavax and Isconova, Novavax intends to file with the SEC a Registration Statement on Form S-4 that will include a preliminary prospectus of Novavax. These materials will not be final and may be amended. Novavax urges investors to read the Form S-4 prospectus and the Swedish offer document regarding the proposed combination when they become available, as well as other documents filed with the SEC and with the Swedish Financial Supervisory Authority, because they will contain important information. You may obtain copies of all documents filed with the SEC regarding this proposed transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain the documents filed with the SEC, free of charge, from Novavax’s website (www.novavax.com) under the tab “Investor Info” and then under the heading “SEC Filings.”

Forward-Looking Statements

Statements herein, including but not limited to those relating to the future of Novavax, the public offer for the shares of Isconova, the proposed combination, and the ongoing development of Novavax’s vaccine products are forward-looking statements. Novavax cautions that these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include those identified under the heading “Risk Factors” in the Novavax Annual Report on Form 10-K for the year ended 31 December 2012, and in other reports filed with the SEC. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and we undertake no obligation to update or revise any of the statements, even if Novavax’s expectations change, except to the extent required by applicable law. You should not rely on those statements as representing the views of Novavax as of any date subsequent to the date of this press release.