Sanofi completes acquisition of Dynavax for $15.50 per share; shares delisted

DYNAVAX TECHNOLOGIES CORP

Tender offer accepted 84,680,752 shares (73.92% of outstanding); merger closed under Section 251(h) DGCL.
Each outstanding share cancelled and converted to $15.50 cash; Dynavax now indirect wholly owned by Sanofi.
Convertible notes (2.50% 2026 notes $40.2M, 2.00% 2030 notes $225M) amended to convert into cash based on $15.50.
Board replaced: all prior directors resigned; new directors appointed (T. Grenier, C. Proctor) / officers include R. Spencer as CEO.
Executives Spencer, Slebir, MacDonald get capped make-whole payments ($5.9M, $2.08M, $1.995M respectively) under letter agreements.

item 1.01 item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

DYNAVAX TECHNOLOGIES CORP issued convertible note.

Security: convertible note

Exact text from the filing

Item 3.03. Material Modification to Rights of Security Holders. The information contained in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

DYNAVAX TECHNOLOGIES CORP: Amended and restated bylaws in their entirety.

Change: bylaw amendment

Exact text from the filing

the Company’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws were amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

DYNAVAX TECHNOLOGIES CORP: Amended and restated certificate of incorporation in its entirety.

Change: charter amendment

Exact text from the filing

the Company’s amended and restated certificate of incorporation, as amended, and amended and restated bylaws were amended and restated in their entirety in the forms filed as Exhibits 3.1 and 3.2

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Source: SEC EDGAR

accession 0001193125-26-043821

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