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):
July 8, 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)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 – Other Events.
On July 8, 2013, in accordance with applicable Swedish law, Novavax, Inc. (the “Company”) filed a press release announcing that the Swedish Financial Supervisory Authority approved and registered the Swedish prospectus/offer document (the “Swedish prospectus”) in connection with the Company’s public tender offer to acquire all outstanding shares and warrants of Isconova AB (“Isconova”).
A copy of the release is attached hereto as Exhibit 99.1
Important additional information will be filed with the 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 has filed with the SEC a Registration Statement on Form S-4 that includes a preliminary prospectus of the Company. These materials are not final and may be amended. The Company urges Isconova investors to read the S-4 prospectus, and the Swedish prospectus regarding the proposed combination, as well as other documents filed with the SEC and with the Swedish Financial Supervisory Authority, because they 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.”
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release of Novavax, Inc. dated July 8, 2013. |
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: Title: |
John A. Herrmann III, J.D. Vice President, General Counsel & Corporate Secretary |
Date: July 8, 2013
EXHIBIT INDEX
Exhibit No. | Description |
99.1 | Press Release of Novavax, Inc. dated July 8, 2013. |
![]() |
Exhibit 99.1 |
Contact: | John A. Herrmann |
VP, General Counsel and Secretary
Novavax, Inc.
240-268-2000
Novavax and Isconova
to Combine;
Novavax’ Swedish Prospectus Approved
Rockville, MD (July 8, 2013)–/GlobeNewswire, Inc. /-Novavax, Inc. (NASDAQ: NVAX) announced today the approval in Sweden of its prospectus related to its recommended offer to acquire all outstanding shares and warrants (warrants series 2005-I and 2005-II) issued by Isconova AB (the “Offer”), which was first communicated on June 4, 2013.
Prospectus
A prospectus regarding the Offer has been approved and registered by the Swedish Financial Supervisory Authority (FSA). The prospectus has been announced today, and the prospectus, together with the United States (U.S.) prospectus included as part of the registration statement filed by Novavax to register the shares to be issued in the Offer, are available at Novavax’ webpage (www.novavax.com), at Pareto Öhman AB’s webpage (www.paretosec.com), and at Isconova’s webpage (www.isconova.com). The prospectus will also be made available on the FSA webpage. Acceptance forms will also be made available at on the Novavax webpage and the Pareto Öhman AB webpage. The prospectus, together with the U.S. prospectus, an information brochure and pre-printed acceptance forms will be sent out to directly registered shareholders in Isconova’s share register as of July 4, 2013. Isconova shareholders considering the Offer should read the information in these documents because they will contain important information regarding the Offer. The prospectus, the U.S. prospectus, the information brochure and acceptance forms can also be ordered from Pareto Öhman AB by phone (+ 46 (0) 8 402 51 32). Isconova shareholders considering the Offer may obtain copies of all documents filed with the U.S. Securities and Exchange Commission (SEC) regarding the Offer, free of charge, at the SEC’s website (www.sec.gov).
Timetable
The acceptance period for the Offer commences on July 9, 2013 and ends on July 30, 2013. Payment of consideration is expected to begin on August 9, 2013.
For more information, please contact Pareto Öhman AB, phone (+ 46 (0) 8 402 51 32). This information was made public on July 8, 2013, at 16:00 CET.
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.
###