Sanofi (DVAX deal) wins German FDI clearance for $15.50-per-share Dynavax tender offer

Rhea-AI Filing Summary

Sanofi, through Samba Merger Sub, is pursuing a cash tender offer to acquire all outstanding shares of Dynavax Technologies for $15.50 per share. This amendment reports that Germany’s Federal Ministry for Economic Affairs and Energy cleared the related Dynavax GmbH foreign investment transaction effective January 29, 2026.

The German foreign direct investment clearance had been a condition to acquiring 100% of the voting rights in Dynavax GmbH, a Dynavax subsidiary. With this regulatory approval in place, a key international review hurdle tied to the tender offer structure has been satisfied.

Positive

• German FDI clearance obtained for Dynavax GmbH transaction: The Federal Ministry for Economic Affairs and Energy cleared the acquisition of 100% of Dynavax GmbH’s voting rights effective January 29, 2026, satisfying a key regulatory condition linked to Sanofi’s $15.50-per-share tender offer.

Negative

• None.

Insights

M&A and regulatory approvals analyst

German FDI clearance removes a key regulatory condition for Sanofi’s Dynavax tender offer.

The filing describes Sanofi’s indirect subsidiary, Samba Merger Sub, offering $15.50 per share in cash for all outstanding Dynavax common stock. A critical condition involved German foreign direct investment review of the acquisition of 100% of the voting rights in Dynavax GmbH.

The Federal Ministry for Economic Affairs and Energy (BMWK) has now cleared this transaction, effective January 29, 2026. Previously, approval could have come via several routes, including a certificate of non-objection or expiry of review periods, and the clearance confirms none of the adverse scenarios occurred.

This development is materially positive for deal execution because it addresses a specific cross-border regulatory requirement under the AWG/AWV framework. Remaining outcomes for the overall tender offer will depend on other conditions set out in the Offer to Purchase and shareholder participation levels, which are referenced but not detailed here.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

DYNAVAX TECHNOLOGIES CORPORATION

(Name of Subject Company (Issuer))

SAMBA MERGER SUB, INC.

GENZYME CORPORATION

SANOFI

(Names of Filing Persons — Offerors)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

268158201

(Cusip Number of Class of Securities)

Roy Papatheodorou

Executive Vice President, General Counsel, Head of Legal Ethics & Business Integrity

Sanofi

46, avenue de la Grande Armée, 75017

Paris, France

Telephone: 011 + 33 1 53 77 40 00

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Michael J. Aiello, Esq.

Sachin Kohli, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8000

☒ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: 317,591.09		Filing Party: Sanofi and Samba Merger Sub, Inc.
Form or Registration No.: Schedule TO-T (File No. 005-80035)		Date Filed: January 12, 2026

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ Third-party tender offer subject to Rule 14d-1.

☐ Issuer tender offer subject to Rule 13e-4.

☐ Going-private transaction subject to Rule 13e-3.

☐ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by (i) Samba Merger Sub, Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of SANOFI, a French société anonyme (“Parent”) and (ii) Parent on January 12, 2026 (together with any amendments or supplements thereto, including this Amendment, the “Schedule TO”), relating to the offer by Purchaser to purchase any and all of the issued and outstanding Shares of the Company for $15.50 per Share in cash, without interest, subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in that certain Offer to Purchase dated January 12, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” which, together with the Offer to Purchase, constitutes the “Offer”). The Offer to Purchase and the Letter of Transmittal are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

All information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO and is supplemented by the information specifically provided in this Amendment, except as otherwise set forth below. This Amendment should be read together with the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment have the meanings given to such terms in the Offer to Purchase.

Items 1 through 9 and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

(1) The subsection entitled “Germany Foreign Direct Investment Compliance” in Section 16 – “Certain Legal Matters; Regulatory Approvals” is deleted and is amended and supplemented by adding the following paragraph:

“With respect to the FDI Laws of Germany, it was a condition to the acquisition of 100% of the voting rights in Dynavax GmbH directly by Purchaser (the “Dynavax GmbH Transaction”) that the Federal Ministry for Economic Affairs and Energy (the “BMWK”) shall have either (i) issued a certificate of non-objection (Unbedenklichkeitsbescheinigung) pursuant to Section 58 AWV, or (ii) issued a clearance decision, or (iii) confirmed that it does not assume jurisdiction over the Dynavax GmbH Transaction, or (iv) the applicable statutory review periods under the Foreign Trade and Payments Act and the Foreign Trade and Payments Ordinance (the “AWG/AWV”) have expired without the BMWK opening an in-depth review or prohibiting the Dynavax GmbH Transaction. The BMWK cleared the Transaction, effective January 29, 2026.”

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: January 30, 2026

		SAMBA MERGER SUB, INC.
By:		/s/ François-Xavier Dazogbo
		Name:		François-Xavier Dazogbo
		Title:		President
		GENZYME CORPORATION
By:		/s/ Jamie Haney
		Name:		Jamie Haney
		Title:		Vice President and General Counsel
		SANOFI
By:		/s/ Roy Papatheodorou
		Name:		Roy Papatheodorou
		Title:		Executive Vice President, General Counsel

FAQ

What does Sanofi’s tender offer for Dynavax (DVAX) involve?

Sanofi, through Samba Merger Sub, is offering to buy any and all outstanding Dynavax common shares for $15.50 per share in cash. The offer is made under defined terms in an Offer to Purchase and related Letter of Transmittal referenced in the statement.

What new information does this Dynavax (DVAX) Schedule TO-T amendment provide?

The amendment reports that Germany’s Federal Ministry for Economic Affairs and Energy has cleared the Dynavax GmbH transaction. This clearance satisfies a foreign direct investment condition tied to acquiring 100% of the voting rights in Dynavax GmbH under German AWG/AWV rules.

What is the significance of the German BMWK clearance for Dynavax (DVAX)?

The BMWK’s clearance, effective January 29, 2026, fulfills a condition for acquiring 100% of Dynavax GmbH’s voting rights. This removes a specific regulatory hurdle under Germany’s foreign trade and payments laws connected to Sanofi’s broader tender offer for Dynavax shares.

Who are the parties involved in the Dynavax (DVAX) tender offer?

The subject company is Dynavax Technologies Corporation, while the filing persons and offerors are Samba Merger Sub, Inc., Genzyme Corporation, and Sanofi. Samba Merger Sub is an indirect wholly owned subsidiary of Sanofi formed to conduct the tender offer.

What type of security is covered in the Dynavax (DVAX) tender offer filing?

The transaction involves Dynavax common stock with a par value of $0.001 per share, identified by CUSIP 268158201. Samba Merger Sub’s offer is to purchase any and all issued and outstanding shares of this common stock at a price of $15.50 per share in cash.

Which conditions were originally tied to the German FDI review for Dynavax GmbH?

The condition required that the BMWK either issue a certificate of non-objection, issue a clearance decision, confirm it lacked jurisdiction, or allow statutory review periods under the AWG/AWV to expire without opening an in-depth review or prohibiting the Dynavax GmbH transaction.