DYNAVAX TECHNOLOGIES CORP 8-K

What Happened
Dynavax Technologies Corporation announced on December 23, 2025 that it signed an Agreement and Plan of Merger with Sanofi and a Sanofi subsidiary, under which Sanofi will launch a cash tender offer to acquire all outstanding Dynavax shares for $15.50 per share. The tender offer must be launched no later than ten business days after signing (or another mutually agreed date). If the offer succeeds, the purchaser will merge into Dynavax under Delaware law and Dynavax will become a wholly owned Sanofi subsidiary. The company issued a press release on December 24, 2025 announcing the agreement.

Key Details

• Offer price: $15.50 per common share in cash.
• Timing and conditions: Tender offer to commence within 10 business days of signing; must result in validly tendered shares representing a majority of outstanding shares at expiration and obtain required antitrust/foreign direct investment clearances (HSR and other jurisdictions). End Date for consummation: June 23, 2026 (extendable up to two 90‑day periods).
• Financing and fees: Purchaser’s obligation is not conditioned on financing. Dynavax would pay a termination fee of $77,849,503 in certain cases; Sanofi would pay a reverse termination fee of $116,774,254 if the deal is terminated for specified regulatory reasons or if the Offer is not consummated by the End Date (subject to extensions).
• Equity treatment and employees: Outstanding stock options and RSUs (vested and unvested) will be cancelled for cash: options receive cash equal to (merger price – exercise price); RSUs receive cash equal to the merger price. Special treatment applies to 50% of unvested 2025 grants and any 2026 grants (converted to cash-based awards with delayed vesting and limited acceleration). Executive continuity: David F. Novack (President & COO) and Robert Janssen, M.D. (Chief Medical Officer) will remain in their roles until the earlier of the Merger’s Effective Time or termination.

Why It Matters
This is a definitive cash acquisition agreement that would take Dynavax private if completed, providing shareholders a fixed cash price of $15.50 per share. Completion depends on shareholder tender participation and regulatory approvals; the deal contains significant break fees and a sizable reverse termination fee, underscoring regulatory risk as a key closing condition. The agreement also converts equity awards into cash, which affects employee equity holders. Dynavax will file tender-offer materials (Schedule TO) and a Solicitation/Recommendation Statement on Schedule 14D-9; investors are advised to review those filings for full terms before making decisions.