Dynavax adopts limited-duration stockholder rights plan

Dynavax’s (DVAX) board has adopted a limited-duration stockholder rights plan, effective immediately. The board adopted the Rights Plan in response to the recent rapid accumulations of stock by Deep Track Capital, which recently disclosed in a Schedule 13D/A filing its ownership of 13.6% of the company’s outstanding common stock. The Rights Plan is intended to protect the investment of Dynavax stockholders during a period in which it believes shares of the company do not reflect the inherent value of the business or its long-term growth potential. In connection with the adoption of the Rights Plan, the board declared a dividend of one preferred share purchase right for each outstanding share of Dynavax’s common stock as of the close of business on November 8. Under the Rights Plan, the Rights generally would become exercisable only if a person or group acquires beneficial ownership of 15% or more of Dynavax common shares. Once the Rights become exercisable, each Right will entitle its holder to purchase, for $52.00, additional shares of Dynavax common stock having a market value of twice such exercise price. Any stockholders with beneficial ownership of Dynavax’s outstanding common stock above the applicable threshold as of the time of this announcement are grandfathered at their current ownership levels but are not permitted to increase their ownership without triggering the Rights Plan. In addition, the Rights Plan has customary flip-over and exchange features. Dynavax intends to submit the Rights Plan to a vote of its stockholders at its 2025 Annual Meeting.