Sanofi to merge Dynavax (NASDAQ: DVAX) after $15.50 per share cash tender

Rhea-AI Filing Summary

Sanofi, through Samba Merger Sub, has successfully completed its cash tender offer for Dynavax Technologies at $15.50 per share. The purchaser has irrevocably accepted for payment all Dynavax shares validly tendered and not withdrawn under the offer.

Because the Sanofi group now holds more than the percentage of shares needed to approve the merger agreement, it plans to complete a merger under Section 251(h) of Delaware law without a Dynavax stockholder vote. At the merger’s effective time, each remaining Dynavax share (with limited exceptions such as treasury shares and properly perfected appraisal shares) will be converted into the right to receive the same $15.50 cash merger consideration. After the merger, Dynavax shares will be delisted from the NASDAQ Global Select Market and deregistered under the Exchange Act, ending public trading in the stock.

Insights

M&A and special situations analyst

Sanofi’s tender for Dynavax has succeeded and will be followed by a cash merger and NASDAQ delisting.

The filing confirms that Samba Merger Sub, an indirect wholly owned subsidiary of Sanofi, has irrevocably accepted all validly tendered Dynavax shares at $15.50 per share in cash. Together with shares already held by Sanofi entities, this now exceeds the level needed to approve the merger agreement.

Using Section 251(h) of Delaware law allows Sanofi to complete a “short-form” merger without a stockholder meeting once remaining merger agreement conditions are satisfied. At the effective time, each outstanding Dynavax common share, subject to stated exceptions, will be converted into the right to receive the same cash merger consideration.

After the merger, Dynavax shares will be removed from the NASDAQ Global Select Market and deregistered under the Exchange Act, meaning the stock will no longer trade publicly. For non-tendering shareholders, the economic outcome is shaped by the merger consideration or any properly exercised appraisal rights, rather than ongoing participation in a public company.

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. 3)

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. 3 (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 Offer and withdrawal rights expired as scheduled at one minute following 11:59 P.M., Eastern Time, on February 9, 2026 (such date and time, the “Expiration Time”), and the Offer was not extended. Purchaser was advised by the Depositary that, as of the Expiration Time, a total of 84,680,752 Shares had been validly tendered into and not validly withdrawn pursuant to the Offer, which together with the Shares owned by Parent and its wholly owned subsidiaries (including Purchaser), represent approximately 73.92% of the aggregate number of Shares then outstanding. Accordingly, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition.

Purchaser has irrevocably accepted for payment, and has stated it will promptly pay for, all Shares validly tendered and not validly withdrawn pursuant to the Offer.

As a result of its acceptance of the Shares tendered pursuant to the Offer and in accordance with Section 251(h) of the DGCL, Purchaser owns a number of Shares that, together with the Shares owned by Parent and its wholly owned subsidiaries, is greater than the percentage of Shares that would be required to adopt the Merger Agreement by a vote of the stockholders of the Company. Pursuant to Section 251(h) of the DGCL, subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Parent and Purchaser intend to complete the acquisition of the Company through the Merger, as promptly as practicable and without a meeting of stockholders of the Company. At the Effective Time and as a result of the Merger, each Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the Merger Consideration, without interest and subject to any withholding of taxes required by applicable legal requirements, other than Shares (i) held in the treasury of the Company or owned by the Company or any direct or indirect wholly owned subsidiary of the Company, by Parent or any direct or indirect wholly owned subsidiary of Parent (other than Purchaser), or by stockholders of the Company who have properly exercised and perfected their statutory rights of appraisal under Delaware law, or (ii) irrevocably accepted by Purchaser for purchase in the Offer.

Following the Merger, the Shares will no longer be listed on the NASDAQ Global Select Market and will be deregistered under the Exchange Act.

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: February 10, 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, General Counsel
SANOFI
By:		/s/ Roy Papatheodorou
		Name:  Roy Papatheodorou
		Title:   Executive Vice President, General Counsel

FAQ

What did Sanofi’s tender offer for Dynavax (DVAX) achieve?

The tender offer resulted in Samba Merger Sub irrevocably accepting all Dynavax shares validly tendered at $15.50 per share in cash. Combined with shares already held by Sanofi and its subsidiaries, this stake exceeds the threshold needed to adopt the merger agreement under Delaware law.

What will Dynavax (DVAX) shareholders receive in the Sanofi merger?

At the merger’s effective time, each Dynavax common share outstanding immediately before closing will be converted into the right to receive $15.50 in cash, without interest and subject to applicable tax withholding, except for specified shares such as treasury, Sanofi-held, and properly perfected appraisal shares.

Will Dynavax (DVAX) remain a publicly traded company after the Sanofi acquisition?

No. After completion of the merger, Dynavax shares will be delisted from the NASDAQ Global Select Market and deregistered under the Exchange Act. This means Dynavax will cease to be a public reporting company and its common stock will no longer trade on NASDAQ.

Is a Dynavax (DVAX) stockholder vote required to approve the Sanofi merger?

A stockholder vote is not required because Sanofi’s ownership after the tender offers exceeds the level needed to approve the merger. Under Section 251(h) of the Delaware General Corporation Law, Sanofi can complete a short-form merger without holding a Dynavax stockholder meeting.

What price is Sanofi paying per Dynavax (DVAX) share in this transaction?

Sanofi, through Samba Merger Sub, is offering $15.50 per Dynavax common share in cash, without interest and subject to applicable tax withholding. This per-share amount applies both to shares purchased in the tender offer and to shares converted in the subsequent merger.

What happens to Dynavax (DVAX) shares that were not tendered into Sanofi’s offer?

Shares not tendered but outstanding immediately before the effective time will be converted into the right to receive $15.50 in cash in the merger, unless they fall into excluded categories such as treasury shares, Sanofi-held shares, or shares whose holders properly exercise and perfect appraisal rights.