Sanofi closes Dynavax (NASDAQ: DVAX) takeover, delisting shares at $15.50 cash
Rhea-AI Filing Summary
Dynavax Technologies Corporation has completed its acquisition by Sanofi through a tender offer and follow‑on merger, cashing out each share of common stock for $15.50 in cash, without interest and subject to taxes. The tender offer expired on February 9, 2026, with 84,680,752 shares validly tendered, representing about 73.92% of outstanding shares, satisfying the minimum condition for closing.
Following the merger under Delaware law, Dynavax became an indirect wholly owned subsidiary of Sanofi, and the company requested that Nasdaq halt trading, delist the shares and file to deregister them. Convertible notes due 2026 and 2030 were amended so conversions now deliver cash based on the existing conversion rate multiplied by $15.50. Equity awards were largely cashed out at the merger price, with a portion of recent unvested grants converted into cash‑based awards that vest six months after closing, generally accelerating on involuntary termination.
The entire pre‑merger board resigned at closing and was replaced by Sanofi‑designated directors and officers. Certain senior executives received excise tax reimbursement protections on merger‑related payments, subject to individual caps.
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Insights
DVAX is now a wholly owned Sanofi unit, with public equity cashed out and notes and incentives aligned to a $15.50 value.
The transaction converts Dynavax from a standalone public company into an indirect wholly owned subsidiary of Sanofi. Public shareholders receive
Convertible senior notes due
Most options, RSUs and PSUs are cashed out at the merger consideration, while 50% of certain recent unvested awards convert into cash‑based awards vesting six months after closing, with acceleration on involuntary termination. This structure supports retention for key employees during post‑merger integration without introducing new equity overhang.
FAQ
What happened to Dynavax Technologies (DVAX) in this 8-K filing?
What price did Dynavax (DVAX) shareholders receive in the Sanofi merger?
How many Dynavax (DVAX) shares were tendered in the Sanofi offer?
What happens to Dynavax’s 2026 and 2030 convertible notes after the merger?
How were Dynavax (DVAX) employee stock options, RSUs and PSUs treated?
Will Dynavax (DVAX) remain listed on Nasdaq after the Sanofi acquisition?
Did Dynavax executives receive special tax-related protections in the merger?
Filing Exhibits & Attachments
8 documentsAgreements & Contracts