-- Acquire the cash held by SDI, currently $20.446 million, and issue to
Symphony 13 million shares of Dynavax Common Stock, which represents $1.57
per share
-- Issue 5-year warrants to Symphony for 2 million shares of Dynavax
Common Stock at an exercise price of $1.94 per share and cancel Symphony's
currently outstanding warrants for 2 million shares
-- Reacquire the rights to Dynavax's proprietary technology for its
hepatitis C and cancer therapies. If Dynavax partners these programs,
Symphony will receive 50% of the first $50 million from any potential
upfront and development milestones received.
-- Defer the existing $15 million obligation due to Symphony by 20 months
(until December 31, 2012) and convert the obligation previously payable
solely in cash, to payable in stock and/or cash at Dynavax's election
Upon closing, Symphony and its co-investors are expected to own
approximately 24% of total Dynavax Common Stock outstanding. Dynavax will
also expand its Board of Directors to include one Director designated by
Symphony and one independent Director acceptable to both Symphony and
Dynavax, as long as Symphony's ownership exceeds more than 10% of the total
Dynavax Common Stock outstanding.
"We are impressed with the progress Dynavax has made with its pipeline of
products targeting infectious diseases and are excited about the market
opportunity for HEPLISAV," said Harri V. Taranto, Co-Founder of Symphony
Capital. "We are pleased that this transition will enable Dynavax to fund
HEPLISAV to realize its value creation potential for Dynavax."
About Symphony Dynamo, Inc. (SDI)
SDI was capitalized with $50 million in April 2006 by Symphony Capital
Partners, LP and its co-investors to advance certain of Dynavax's programs
for hepatitis B, hepatitis C, and cancer therapies. In April 2007, Dynavax
exercised its option to purchase the hepatitis B therapy program.
Wedbush PacGrow Life Sciences acted as advisor to Dynavax in this
transaction.
Conference Call
Dynavax will webcast a conference call today at 9:00 a.m. ET (6:00 a.m.
PT). The live and archived webcast can be accessed by visiting the investor
relations section of the Company's Web site at
http://investors.dynavax.com/newsevents.cfm.
About Symphony Capital, LP
Symphony Capital LLC is a private equity firm dedicated to collaborating
with leading innovative biopharmaceutical companies, helping them capture
more of the value in their most important clinical development programs.
Symphony's unique investment strategy brings a combination of dedicated
capital, deep industry expertise and tailored investment structures to
biopharmaceutical companies with compelling pipelines of products in all
stages of clinical development. Additional information about Symphony is
available at www.symphonycapital.com.
About Dynavax
Dynavax Technologies Corporation, a clinical-stage biopharmaceutical
company, discovers and develops novel products to prevent and treat
infectious diseases. The Company's lead product candidate is HEPLISAV, a
Phase 3 investigational adult hepatitis B vaccine designed to provide more
rapid and increased protection with fewer doses than current licensed
vaccines. For more information visit www.dynavax.com.
Forward-Looking Statements
This press release contains "forward-looking statements," that are subject
to a number of risks and uncertainties. Actual results may differ
materially from those set forth in this press release due to the risks and
uncertainties inherent in our business, including whether stockholder
approval can be obtained, whether successful clinical and regulatory
development and approval of HEPLISAV can occur in a timely manner or
without significant additional studies or difficulties or delays in
development, whether the studies can support registration for
commercialization of HEPLISAV, initiation and completion of clinical trials
of the Company's other product candidates; the results of clinical trials
and the impact of those results on the initiation and completion of
subsequent trials and issues arising in the regulatory process; the
Company's ability to obtain additional financing to support the development
and commercialization of HEPLISAV and its other operations, possible claims
against the Company based on the patent rights of others; and other risks
detailed in the "Risk Factors" section of our current periodic reports with
the SEC. We undertake no obligation to revise or update information herein
to reflect events or circumstances in the future, even if new information
becomes available.
RULE 14a-12 LEGEND
Participants in Solicitation
Dynavax Technologies Corporation and its directors and officers may be
deemed to be participants in the solicitation of proxies from Dynavax
stockholders in connection with the exercise of the option to acquire the
Symphony Dynamo equity. Information about the directors and executive
officers of Dynavax and their ownership of Dynavax's stock is set forth in
the proxy statement for Dynavax's 2009 Annual Meeting of Stockholders.
Investors can obtain more information when the proxy statement relating to
stockholder approval of the issuance of shares in connection with the
exercise of the option becomes available. This proxy statement, and any
other documents filed by Dynavax with the SEC, may be obtained free of
charge at the SEC web site at www.sec.gov. Investors should read the proxy
statement carefully, when it becomes available, before making any voting
decision because it will contain important information.
Contact Information: Amy Figueroa Investor Relations and Corporate Communications Phone: (510) 665-7211 Email: