Latest news with #DeepTrack
Yahoo
3 days ago
- Business
- Yahoo
Glass Lewis backs two of Deep Track's four nominees in Dynavax fight
By Svea Herbst-Bayliss NEW YORK (Reuters) -Proxy advisory firm Glass Lewis urged Dynavax Technologies shareholders to elect two of investment firm Deep Track Capital's four director nominees, arguing change is needed because the company has not been responsive enough to shareholders. Glass Lewis recommended in a report that shareholders vote for Brett Erkman, a Deep Track managing director, and biotech industry executive Donald Santel to replace sitting directors Brent MacGregor and Scott Myers, the current board chair. Emeryville, California-based Dynavax, which makes a vaccine designed to prevent the hepatitis B infection that can lead to chronic liver disease and death, has an 11-member board but only four are standing for election this year. Shareholders will cast ballots at the June 11 annual meeting unless the two sides reach a settlement beforehand. Proxy advisory firm recommendations often guide how money managers vote on hot button issues like corporate elections and mergers. "Shareholders should support the change of two incumbent board seats given the company's prolonged capital conservatism and the board's limited responsiveness to shareholder feedback," the report said. The two Deep Track nominees would bring "relevant and differentiated experience to the board," it added. Erkman has worked as a private equity investor in life sciences and Santel is a life sciences executive who has done deals. Deep Track, Dynavax's second largest shareholder with a nearly 15% stake, wants new directors to prioritize development of the company's hepatitis B vaccine Heplisav instead of pursuing new acquisitions. Dynavax is valued at $1.2 billion and its share price has dropped 22% this year. In May, Institutional Shareholder Services, Glass Lewis' bigger rival, recommended that all company directors be reelected, arguing Deep Track failed to make its case for change. A Deep Track representative welcomed the report. Dynavax disagreed with the recommendation, saying Glass Lewis noted its board "has been meaningfully refreshed with high quality and sector-specific expertise," a company representative said. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
3 days ago
- Business
- Yahoo
Glass Lewis Recommends Shareholders Support Deep Track's Case for Board Change at Dynavax Technologies
Glass Lewis Recommends Shareholders Vote FOR Deep Track Nominees Brett Erkman and Donald Santel and AGAINST Chairman Scott Myers and Director Brent MacGregor Notes that "Deep Track has Highlighted Valid and Critical Questions Regarding Dynavax's Strategic Direction, Capital Allocation, and Board Responsiveness" Agrees that "Dynavax's Current Capital Allocation Approach Appears Excessively Conservative" Deep Track Urges Shareholders to Vote the WHITE Proxy Card to Elect ALL FOUR of Its Highly Qualified Nominees GREENWICH, Conn., June 04, 2025--(BUSINESS WIRE)--Deep Track Capital, LP, (together with its affiliates, "Deep Track" or "we"), one of the largest shareholders of Dynavax Technologies Corporation (NASDAQ: DVAX) ("Dynavax", "DVAX" or the "Company"), with ownership of approximately 14.82% of the Company's outstanding shares, today announced that leading independent proxy advisory firm Glass, Lewis & Co. ("Glass Lewis") has recommended shareholders support boardroom change by voting for the election of Deep Track director nominees Brett Erkman and Donald Santel to the Company's Board of Directors (the "Board") at the 2025 Annual Meeting of Shareholders (the "Annual Meeting"). Deep Track stated: "We are pleased that Glass Lewis has recognized the need for urgent change in the Dynavax boardroom by recommending shareholders support the election of Brett and Don. In its thoughtful and well-reasoned report, Glass Lewis aptly recognizes that the concerns we have raised around the Company's strategic direction and capital allocation practices are valid issues that have likely contributed to reduced market confidence in Dynavax and share price underperformance. Notably, Glass Lewis recommends shareholders withhold their vote on Chairman Scott Myers, who is the architect of Dynavax's current strategy. While we agree with Glass Lewis's analysis, we believe that electing all four of our nominees – three of whom are independent of Deep Track – remains the best path forward to ensure that shareholders' best interests are prioritized. If elected, each of our nominees stands ready to work collaboratively with the legacy directors and would bring an objective, open-minded and solutions-oriented perspective to the boardroom. We look forward to continuing to engage with our fellow investors around how our nominees can help unlock Dynavax's full potential for all shareholders." In its report, Glass Lewis supported Deep Track's case for change, writing:1 "After evaluating the arguments presented by each side in this proxy contest, we believe that Deep Track has highlighted valid and critical questions regarding Dynavax's strategic direction, capital allocation, and board responsiveness." "The Company's TSR performance over the shorter and medium term has been far more muted, possibly suggesting growing investor apathy regarding the Company's strategy and outlook." "Perhaps most critically, we concur with Deep Track's assertion that Dynavax's current capital allocation approach appears excessively conservative." "In light of our findings, we believe that shareholders should support the change of two incumbent board seats given the Company's prolonged capital conservatism and the board's limited responsiveness to shareholder feedback. Here, we believe shareholders here should support the removal of Management Nominees Brent MacGregor and Scott Myers. [T]he board already has several directors who bring similar incremental skills and operational profiles. We also note that both of these directors have served on the board for multiple years, with Mr. Myers having chaired the board since joining in October 2021." Glass Lewis cites deficiencies in the Board's current composition and expresses its belief that Mr. Erkman and Mr. Santel would be valuable additions to the Board, noting: "...we find that the board is notably lacking in directors with direct capital markets or institutional investor backgrounds." "Viewed in this light, we believe the board's composition may fall short of reflecting the views of institutional shareholders or ensuring that capital allocation and governance matters are consistently evaluated through the lens of an active investor." "In the place of Management Nominees MacGregor and Myers, we believe shareholders would be best served electing Dissident Nominees Brett Erkman and Donald Santel, each of whom would add relevant and differentiated perspectives to the board." "Mr. Erkman's extensive background as a public equity investor in the life sciences sector addresses what we believe is a notable deficiency in the current board's composition and could help sharpen the board's approach to capital allocation, shareholder engagement, and long-term value creation." "…while we acknowledge the qualifications of each Dissident Nominee, we view Mr. Erkman's investor background as offering the most distinct and potentially complementary perspective to the current board." "Mr. Erkman's two decades of experience as an investor and managing director in the life sciences sector suggest that he would bring a valuable lens to board-level deliberations on matters such as capital allocation, investor communication, and strategic positioning. His long history as an investor in Dynavax, dating back to the HBV-16 trial, further adds a layer of familiarity with the Company's development trajectory and market expectations." "Mr. Santel, for his part, brings meaningful experience as a life sciences executive with a strong transactional background, which could enhance the board's ability to critically evaluate strategic options." "Mr. Santel appears to have been viewed more favorably by the Company during settlement negotiations, and we recognize his prior CEO experience and M&A track record as potentially additive in the context of Dynavax's evolving capital deployment strategy." Glass Lewis detailed concerns around the Board's capital allocation strategy, writing: "Notably, the Company has maintained a current ratio above 9.0x for the past two years, beginning with the quarter ended March 31, 2023. This sustained elevation suggests a prolonged period of potentially captive capital, raising questions about whether the board has missed opportunities to deploy excess liquidity more productively." "While the Company has stated that its cash provides strategic flexibility for pipeline development and business development opportunities, we believe the magnitude of its liquidity position supports the Dissident's contention that the Company's capital deployment may be overly conservative given its size, portfolio, and outlook." "Moreover, despite its share repurchase activity, the Company continues to maintain a substantial cash balance – representing over half of its market capitalization as of March 31, 2025 – which may temper the board's assertion that it has meaningfully returned excess capital. Viewed in this context, while the Company's use of repurchases distinguishes it from certain peers, questions remain as to whether the scale and timing of those repurchases have been sufficiently aligned with shareholder expectations and the Company's liquidity position." With respect to the Company's recent capital raise, Glass Lewis states: "…we believe the Dissident raises a fair question as to why the Company needed to raise additional capital at all, particularly given its already substantial cash position. While the Company has suggested that the added flexibility could support future investments or business development activity, no specific use of proceeds has been disclosed to date, leaving open the question of whether such capital was truly necessary at this time." For more information, including details on how to vote Deep Track's WHITE proxy card, please visit EVERY VOTE MATTERS Your vote is important, no matter how many shares of Common Stock you own. If you have any questions, require assistance in voting your WHITE proxy card, or need additional copies of Deep Track's proxy materials, please visit or contact our proxy solicitor, Innisfree M&A Incorporated ("Innisfree"), using the contact information provided here: Innisfree M&A Incorporated501 Madison Avenue, 20th FloorNew York, New York 10022Stockholders call toll-free (877) 687-1865 About Deep Track Capital Deep Track Capital is a Greenwich, Connecticut-based investment firm focused exclusively on the life sciences industry. We develop long term partnerships with management teams of leading innovative public and pre-IPO biotechnology companies. In addition to capital, we seek to invest our time and expertise, while leveraging our network for the benefit of our partners. We aim to lead transactions while building large syndicates, and also to invest in rounds led by other qualified investors. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The information herein contains "forward-looking statements." Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if any of the underlying assumptions of Deep Track Capital, LP ("Deep Track") or any of the other participants in the proxy solicitation described herein prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward looking statements should not be regarded as a representation by Deep Track that the future plans, estimates or expectations contemplated will ever be achieved. Certain statements and information included herein may have been sourced from third parties. Deep Track does not make any representations regarding the accuracy, completeness or timeliness of such third party statements or information. Except as may be expressly set forth herein, permission to cite such statements or information has neither been sought nor obtained from such third parties. Any such statements or information should not be viewed as an indication of support from such third parties for the views expressed herein. Deep Track disclaims any obligation to update the information herein or to disclose the results of any revisions that may be made to any projected results or forward-looking statements herein to reflect events or circumstances after the date of such information, projected results or statements or to reflect the occurrence of anticipated or unanticipated events. CERTAIN INFORMATION CONCERNING THE PARTICIPANTS Deep Track and the other Participants (as defined below) have filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (the "SEC") to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2025 annual stockholders meeting (the "2025 Annual Meeting") of Dynavax Technologies Corporation, a Delaware corporation ("DVAX"). Shortly after filing its definitive proxy statement with the SEC, Deep Track furnished the definitive proxy statement and accompanying WHITE universal proxy card to some or all of the stockholders entitled to vote at the 2025 Annual Meeting. The participants in the proxy solicitation are Deep Track, Deep Track Biotechnology Master Fund, Ltd. (the "Record Stockholder"), David Kroin (all of the foregoing persons, collectively, the "Deep Track Parties"), Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette and Donald J. Santel (such individuals, collectively with the Deep Track Parties, the "Participants"). As of the date hereof, the Deep Track Parties beneficially own an aggregate of 17,791,486 shares (the "Deep Track Shares") of the common stock, par value $0.001 per share, of DVAX (the "Common Stock"). The Deep Track Shares collectively represent approximately 14.53% of the outstanding shares of Common Stock based on 122,411,685 shares of Common Stock outstanding as of the record date for the 2025 Annual Meeting as reported in DVAX's Definitive Proxy Statement filed with the SEC on April 17, 2025. Each of the Deep Track Parties may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Deep Track Shares. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock. IMPORTANT INFORMATION AND WHERE TO FIND IT DEEP TRACK STRONGLY ADVISES ALL STOCKHOLDERS OF DVAX TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO SUCH PROXY STATEMENT, AND OTHER PROXY MATERIALS FILED BY DEEP TRACK WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT THE DEFINITIVE PROXY STATEMENT, WHEN FILED, AND OTHER RELEVANT DOCUMENTS, WILL ALSO BE AVAILABLE BY DIRECTING A REQUEST TO THE PARTICIPANTS' PROXY SOLICITOR, INNISFREE M&A INCORPORATED, 501 MADISON AVENUE, 20th FLOOR, NEW YORK, NY 10022 (STOCKHOLDERS CAN CALL TOLL-FREE: (877)-687-1865). 1 Permission to quote Glass Lewis was neither sought nor received. Emphasis added. View source version on Contacts Investor Contact Innisfree M&A IncorporatedScott Winter / Gabrielle Wolf+1 212-750-5833Media Contact Longacre Square Partnersdeeptrack@ Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
3 days ago
- Business
- Business Wire
Glass Lewis Recommends Shareholders Support Deep Track's Case for Board Change at Dynavax Technologies
GREENWICH, Conn.--(BUSINESS WIRE)--Deep Track Capital, LP, (together with its affiliates, 'Deep Track' or 'we'), one of the largest shareholders of Dynavax Technologies Corporation (NASDAQ: DVAX) ('Dynavax', 'DVAX' or the 'Company'), with ownership of approximately 14.82% of the Company's outstanding shares, today announced that leading independent proxy advisory firm Glass, Lewis & Co. ('Glass Lewis') has recommended shareholders support boardroom change by voting for the election of Deep Track director nominees Brett Erkman and Donald Santel to the Company's Board of Directors (the 'Board') at the 2025 Annual Meeting of Shareholders (the 'Annual Meeting'). Deep Track stated: 'We are pleased that Glass Lewis has recognized the need for urgent change in the Dynavax boardroom by recommending shareholders support the election of Brett and Don. In its thoughtful and well-reasoned report, Glass Lewis aptly recognizes that the concerns we have raised around the Company's strategic direction and capital allocation practices are valid issues that have likely contributed to reduced market confidence in Dynavax and share price underperformance. Notably, Glass Lewis recommends shareholders withhold their vote on Chairman Scott Myers, who is the architect of Dynavax's current strategy. While we agree with Glass Lewis's analysis, we believe that electing all four of our nominees – three of whom are independent of Deep Track – remains the best path forward to ensure that shareholders' best interests are prioritized. If elected, each of our nominees stands ready to work collaboratively with the legacy directors and would bring an objective, open-minded and solutions-oriented perspective to the boardroom. We look forward to continuing to engage with our fellow investors around how our nominees can help unlock Dynavax's full potential for all shareholders.' In its report, Glass Lewis supported Deep Track's case for change, writing: 1 'After evaluating the arguments presented by each side in this proxy contest, we believe that Deep Track has highlighted valid and critical questions regarding Dynavax's strategic direction, capital allocation, and board responsiveness.' 'The Company's TSR performance over the shorter and medium term has been far more muted, possibly suggesting growing investor apathy regarding the Company's strategy and outlook.' 'Perhaps most critically, we concur with Deep Track's assertion that Dynavax's current capital allocation approach appears excessively conservative.' 'In light of our findings, we believe that shareholders should support the change of two incumbent board seats given the Company's prolonged capital conservatism and the board's limited responsiveness to shareholder feedback. Here, we believe shareholders here should support the removal of Management Nominees Brent MacGregor and Scott Myers. [T]he board already has several directors who bring similar incremental skills and operational profiles. We also note that both of these directors have served on the board for multiple years, with Mr. Myers having chaired the board since joining in October 2021.' Glass Lewis cites deficiencies in the Board's current composition and expresses its belief that Mr. Erkman and Mr. Santel would be valuable additions to the Board, noting: '...we find that the board is notably lacking in directors with direct capital markets or institutional investor backgrounds.' 'Viewed in this light, we believe the board's composition may fall short of reflecting the views of institutional shareholders or ensuring that capital allocation and governance matters are consistently evaluated through the lens of an active investor.' 'In the place of Management Nominees MacGregor and Myers, we believe shareholders would be best served electing Dissident Nominees Brett Erkman and Donald Santel, each of whom would add relevant and differentiated perspectives to the board.' ' Mr. Erkman's extensive background as a public equity investor in the life sciences sector addresses what we believe is a notable deficiency in the current board's composition and could help sharpen the board's approach to capital allocation, shareholder engagement, and long-term value creation.' '…while we acknowledge the qualifications of each Dissident Nominee, we view Mr. Erkman's investor background as offering the most distinct and potentially complementary perspective to the current board.' ' Mr. Erkman's two decades of experience as an investor and managing director in the life sciences sector suggest that he would bring a valuable lens to board-level deliberations on matters such as capital allocation, investor communication, and strategic positioning. His long history as an investor in Dynavax, dating back to the HBV-16 trial, further adds a layer of familiarity with the Company's development trajectory and market expectations.' ' Mr. Santel, for his part, brings meaningful experience as a life sciences executive with a strong transactional background, which could enhance the board's ability to critically evaluate strategic options.' 'Mr. Santel appears to have been viewed more favorably by the Company during settlement negotiations, and we recognize his prior CEO experience and M&A track record as potentially additive in the context of Dynavax's evolving capital deployment strategy.' Glass Lewis detailed concerns around the Board's capital allocation strategy, writing: 'Notably, the Company has maintained a current ratio above 9.0x for the past two years, beginning with the quarter ended March 31, 2023. This sustained elevation suggests a prolonged period of potentially captive capital, raising questions about whether the board has missed opportunities to deploy excess liquidity more productively.' 'While the Company has stated that its cash provides strategic flexibility for pipeline development and business development opportunities, we believe the magnitude of its liquidity position supports the Dissident's contention that the Company's capital deployment may be overly conservative given its size, portfolio, and outlook.' 'Moreover, despite its share repurchase activity, the Company continues to maintain a substantial cash balance – representing over half of its market capitalization as of March 31, 2025 – which may temper the board's assertion that it has meaningfully returned excess capital. Viewed in this context, while the Company's use of repurchases distinguishes it from certain peers, questions remain as to whether the scale and timing of those repurchases have been sufficiently aligned with shareholder expectations and the Company's liquidity position.' With respect to the Company's recent capital raise, Glass Lewis states: '…we believe the Dissident raises a fair question as to why the Company needed to raise additional capital at all, particularly given its already substantial cash position. While the Company has suggested that the added flexibility could support future investments or business development activity, no specific use of proceeds has been disclosed to date, leaving open the question of whether such capital was truly necessary at this time.' For more information, including details on how to vote Deep Track's WHITE proxy card, please visit EVERY VOTE MATTERS Your vote is important, no matter how many shares of Common Stock you own. If you have any questions, require assistance in voting your WHITE proxy card, or need additional copies of Deep Track's proxy materials, please visit or contact our proxy solicitor, Innisfree M&A Incorporated ('Innisfree'), using the contact information provided here: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, New York 10022 Stockholders call toll-free (877) 687-1865 About Deep Track Capital Deep Track Capital is a Greenwich, Connecticut-based investment firm focused exclusively on the life sciences industry. We develop long term partnerships with management teams of leading innovative public and pre-IPO biotechnology companies. In addition to capital, we seek to invest our time and expertise, while leveraging our network for the benefit of our partners. We aim to lead transactions while building large syndicates, and also to invest in rounds led by other qualified investors. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The information herein contains 'forward-looking statements.' Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as 'may,' 'will,' 'expects,' 'believes,' 'anticipates,' 'plans,' 'estimates,' 'projects,' 'potential,' 'targets,' 'forecasts,' 'seeks,' 'could,' 'should' or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if any of the underlying assumptions of Deep Track Capital, LP ('Deep Track') or any of the other participants in the proxy solicitation described herein prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward looking statements should not be regarded as a representation by Deep Track that the future plans, estimates or expectations contemplated will ever be achieved. Certain statements and information included herein may have been sourced from third parties. Deep Track does not make any representations regarding the accuracy, completeness or timeliness of such third party statements or information. Except as may be expressly set forth herein, permission to cite such statements or information has neither been sought nor obtained from such third parties. Any such statements or information should not be viewed as an indication of support from such third parties for the views expressed herein. Deep Track disclaims any obligation to update the information herein or to disclose the results of any revisions that may be made to any projected results or forward-looking statements herein to reflect events or circumstances after the date of such information, projected results or statements or to reflect the occurrence of anticipated or unanticipated events. CERTAIN INFORMATION CONCERNING THE PARTICIPANTS Deep Track and the other Participants (as defined below) have filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (the 'SEC') to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2025 annual stockholders meeting (the '2025 Annual Meeting') of Dynavax Technologies Corporation, a Delaware corporation ('DVAX'). Shortly after filing its definitive proxy statement with the SEC, Deep Track furnished the definitive proxy statement and accompanying WHITE universal proxy card to some or all of the stockholders entitled to vote at the 2025 Annual Meeting. The participants in the proxy solicitation are Deep Track, Deep Track Biotechnology Master Fund, Ltd. (the 'Record Stockholder'), David Kroin (all of the foregoing persons, collectively, the 'Deep Track Parties'), Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette and Donald J. Santel (such individuals, collectively with the Deep Track Parties, the 'Participants'). As of the date hereof, the Deep Track Parties beneficially own an aggregate of 17,791,486 shares (the 'Deep Track Shares') of the common stock, par value $0.001 per share, of DVAX (the 'Common Stock'). The Deep Track Shares collectively represent approximately 14.53% of the outstanding shares of Common Stock based on 122,411,685 shares of Common Stock outstanding as of the record date for the 2025 Annual Meeting as reported in DVAX's Definitive Proxy Statement filed with the SEC on April 17, 2025. Each of the Deep Track Parties may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Deep Track Shares. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock. DEEP TRACK STRONGLY ADVISES ALL STOCKHOLDERS OF DVAX TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO SUCH PROXY STATEMENT, AND OTHER PROXY MATERIALS FILED BY DEEP TRACK WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT THE DEFINITIVE PROXY STATEMENT, WHEN FILED, AND OTHER RELEVANT DOCUMENTS, WILL ALSO BE AVAILABLE BY DIRECTING A REQUEST TO THE PARTICIPANTS' PROXY SOLICITOR, INNISFREE M&A INCORPORATED, 501 MADISON AVENUE, 20th FLOOR, NEW YORK, NY 10022 (STOCKHOLDERS CAN CALL TOLL-FREE: (877)-687-1865). 1 Permission to quote Glass Lewis was neither sought nor received. Emphasis added.
Business Wire
06-05-2025
- Business
- Business Wire
Deep Track Capital Releases Investor Presentation on Dynavax Technologies
GREENWICH, Conn.--(BUSINESS WIRE)--Deep Track Capital, LP, (together with its affiliates, 'Deep Track' or 'we') one of the largest shareholders of Dynavax Technologies Corporation (NASDAQ: DVAX) ('Dynavax', 'DVAX' or the 'Company'), with ownership of approximately 14.53% of the Company's outstanding shares, today released an investor presentation titled 'The Path to Creating and Preserving Value at Dynavax.' The full presentation can be downloaded by clicking here. For more information, including how to vote for Deep Track's four nominees using the WHITE proxy card, please visit If you have any questions, require assistance in voting your WHITE proxy card, or need additional copies of Deep Track's proxy materials, please contact: Innisfree M&A Incorporated 501 Madison Avenue, 20 th Floor New York, New York 10022 Stockholders call toll-free (877) 687-1865 About Deep Track Capital Deep Track Capital is a Greenwich, Connecticut-based investment firm focused exclusively on the life sciences industry. We develop long term partnerships with management teams of leading innovative public and pre-IPO biotechnology companies. In addition to capital, we seek to invest our time and expertise, while leveraging our network for the benefit of our partners. We aim to lead transactions while building large syndicates, and also to invest in rounds led by other qualified investors. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The information herein contains 'forward-looking statements.' Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as 'may,' 'will,' 'expects,' 'believes,' 'anticipates,' 'plans,' 'estimates,' 'projects,' 'potential,' 'targets,' 'forecasts,' 'seeks,' 'could,' 'should' or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if any of the underlying assumptions of Deep Track Capital, LP ('Deep Track') or any of the other participants in the proxy solicitation described herein prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward looking statements should not be regarded as a representation by Deep Track that the future plans, estimates or expectations contemplated will ever be achieved. Certain statements and information included herein may have been sourced from third parties. Deep Track does not make any representations regarding the accuracy, completeness or timeliness of such third party statements or information. Except as may be expressly set forth herein, permission to cite such statements or information has neither been sought nor obtained from such third parties. Any such statements or information should not be viewed as an indication of support from such third parties for the views expressed herein. Deep Track disclaims any obligation to update the information herein or to disclose the results of any revisions that may be made to any projected results or forward-looking statements herein to reflect events or circumstances after the date of such information, projected results or statements or to reflect the occurrence of anticipated or unanticipated events. Deep Track and the other Participants (as defined below) have filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (the 'SEC') to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2025 annual stockholders meeting (the '2025 Annual Meeting') of Dynavax Technologies Corporation, a Delaware corporation ('DVAX'). Shortly after filing its definitive proxy statement with the SEC, Deep Track furnished the definitive proxy statement and accompanying WHITE universal proxy card to some or all of the stockholders entitled to vote at the 2025 Annual Meeting. The participants in the proxy solicitation are Deep Track, Deep Track Biotechnology Master Fund, Ltd. (the 'Record Stockholder'), David Kroin (all of the foregoing persons, collectively, the 'Deep Track Parties'), Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette and Donald J. Santel (such individuals, collectively with the Deep Track Parties, the 'Participants'). As of the date hereof, the Deep Track Parties beneficially own an aggregate of 17,791,486 shares (the 'Deep Track Shares') of the common stock, par value $0.001 per share, of DVAX (the 'Common Stock'). The Deep Track Shares collectively represent approximately 14.53% of the outstanding shares of Common Stock based on 122,411,685 shares of Common Stock outstanding as of the record date for the 2025 Annual Meeting as reported in DVAX's Definitive Proxy Statement filed with the SEC on April 17, 2025. Each of the Deep Track Parties may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Deep Track Shares. As of the date hereof, none of the other Participants beneficially own any shares of Common Stock. IMPORTANT INFORMATION AND WHERE TO FIND IT DEEP TRACK STRONGLY ADVISES ALL STOCKHOLDERS OF DVAX TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO SUCH PROXY STATEMENT, AND OTHER PROXY MATERIALS FILED BY DEEP TRACK WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT THE DEFINITIVE PROXY STATEMENT, WHEN FILED, AND OTHER RELEVANT DOCUMENTS, WILL ALSO BE AVAILABLE BY DIRECTING A REQUEST TO THE PARTICIPANTS' PROXY SOLICITOR, INNISFREE M&A INCORPORATED, 501 MADISON AVENUE, 20th FLOOR, NEW YORK, NY 10022 (STOCKHOLDERS CAN CALL TOLL-FREE: (877)-687-1865).
Associated Press
17-04-2025
- Business
- Associated Press
Dynavax Files Definitive Proxy Statement and Sends Letter to Stockholders
Urges Stockholders to Vote 'FOR' All Four Dynavax Director Nominees on the GOLD Proxy Card Highlights Record Financial and Operational Results, Balanced Capital Allocation Strategy and Meaningful Board Refreshment Underscores Deep Track's Value Destructive, Short-Term Focus and Unnecessary Proxy Contest EMERYVILLE, Calif., April 17, 2025 /PRNewswire/ -- Dynavax Technologies Corporation (Nasdaq: DVAX) ('Dynavax' or the 'Company'), a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, today announced that it has filed definitive proxy materials with the Securities and Exchange Commission ('SEC') in connection with its upcoming Annual Meeting of Stockholders scheduled to be held on June 11, 2025. Stockholders of record as of April 14, 2025, will be entitled to vote at the meeting. Dynavax's definitive proxy materials are available on the investor relations section of the Company's website at In conjunction with the definitive proxy filing, Dynavax is mailing a letter to the Company's stockholders. Highlights from the letter include: The full text of the letter being mailed to stockholders follows: Dear Fellow Stockholder, Your vote at our Annual Meeting on June 11, 2025, will be critically important this year. Deep Track Capital, a hedge fund, is attempting to replace four of our independent directors, including our Chairman, in pursuit of a short-term strategy that puts the value of your investment in Dynavax at risk. We urge you to vote 'FOR' Dynavax's four highly qualified director nominees on the GOLD universal proxy card today for the following reasons: It is imperative that the Company stay on the right course by continuing to execute on our commercial and R&D strategy with a balanced, thoughtful capital allocation plan. We strongly urge you to vote 'FOR' Dynavax's four recommended director nominees on the enclosed GOLD universal proxy card. DYNAVAX IS EXECUTING A CLEAR STRATEGY THAT IS GENERATING RECORD RESULTS AND DELIVERING STRONG RETURNS FOR STOCKHOLDERS Dynavax is a commercially successful vaccine company known for our leading hepatitis B vaccine, HEPLISAV-B®, and novel vaccine adjuvant technology, CpG 1018. Dynavax is in the strongest position it has ever been in, marked by consistently delivering record financial and operational results. In 2019, the Company shed its immuno-oncology business and entirely refocused its portfolio to prioritize its vaccine business and successfully launch HEPLISAV-B®. Under new executive leadership and a refreshed Board chaired by Scott Myers since October 2021, the Company is thriving in one of the most challenging biotechnology environments in a generation: Driving HEPLISAV-B® is one pillar of our overarching strategy. We expect the U.S. hepatitis B adult vaccine market to peak in 2030 and we are taking action now to advance our differentiated vaccine pipeline in order to enable long-term top-line growth and sustained value creation for stockholders. With our proven capability to bring products to market and a strong balance sheet, we are doing this in two ways: This strategy is supported by a disciplined capital allocation framework that protects the value of our core business while balancing strategic investments for future growth and return of capital to our stockholders. Dynavax announced a $200 million share repurchase program in November 2024 to be completed in 2025, $128.8 million of which has already been executed as of the end of the first quarter of 2025. We are one of few vaccine-focused biotechnology companies that have returned meaningful capital to stockholders. We also recently refinanced a majority of our outstanding Convertible Senior Notes, which extended the maturity date of most of our existing debt, lowered our overall cost of capital through improved terms, and reduced basic and diluted shares outstanding. We believe we executed this refinancing on a timely basis, which significantly strengthened our capital structure and further positioned us for successful execution of our strategy. THE DYNAVAX BOARD IS BEST POSITIONED TO ADVANCE OUR STRATEGY As Dynavax's strategy has evolved, so too has our Board to ensure our collective skillsets are truly representative of the current and future needs of the business. The Dynavax Board has been programmatically and meaningfully refreshed, resulting in a dynamic boardroom with new and varied perspectives. Our refreshment process – which has been in place long before Deep Track began its campaign – has been executed through rigorous selection criteria to identify industry leaders with highly specialized skills and experiences that are relevant to Dynavax's business. Today, the Board has significant and relevant public company experience, including serving as directors and C-suite executives of global healthcare organizations with a wide cross section of expertise across every function of the industry. We have also made important proactive corporate governance enhancements, including seeking your approval to declassify the Board of Directors. As a result of the changes we have made, including the appointment of two highly qualified new directors earlier this year, following the Annual Meeting, the Board will be comprised of nine directors, with six of our eight independent directors having been appointed since 2020. The Company's four director nominees play essential roles in designing and overseeing the execution of Dynavax's strategy: DEEP TRACK'S PLAN IS VALUE DESTRUCTIVE We have engaged with Deep Track consistently since it first became a Dynavax investor in 2022, including quarterly discussions with management and several meetings with our Chairman. Through August 2024, Deep Track was supportive of the Company's strategy and execution and repeatedly reiterated its support for management. Since launching its campaign against the Company in August 2024, Deep Track has demanded that Dynavax: increase the stock repurchase program to at least $400 million, enter into an expensive royalty financing leveraging HEPLISAV-B® to accelerate an outsized share repurchase program, abandon internal development efforts and business development and focus solely on HEPLISAV-B® commercialization, and ultimately seek to sell Dynavax as a single asset company. If executed, this plan would destroy stockholder value. Deep Track's plan would saddle the Company with high-cost debt, jeopardize our strong platform and inhibit our ability to invest in the growth of HEPLISAV-B®, internal development of our current pipeline, and future development of medicines and vaccines for patients, in exchange for a near-term payoff at a considerably lower value. Notwithstanding Deep Track's short-sightedness, we have not dismissed their requests. Since August 2024, the Company has had over 20 exchanges with Deep Track and we have offered four reasonable settlement proposals. We do not want this proxy contest and have made every effort to avoid it. Notably, we have offered to (1) appoint up to two of Deep Track's independent candidates and (2) have up to three incumbent directors step down. Deep Track refused all of our offers and has failed to negotiate in good faith – regularly introducing new settlement demands or going silent without warning. Most recently, after the filing of Dynavax's preliminary proxy, Deep Track approached us with yet another proposal that was not a meaningful step toward resolution, again insisting that Deep Track principal Brett Erkman and another Deep Track candidate replace two incumbent directors, but this time without a standstill restriction, while also re-balancing the Board's classes such that Deep Track could achieve majority turnover on the Board at our 2026 Annual Meeting. Deep Track appears to be misinterpreting our sincere and generous settlement proposals to avert a contested election as a baseline for additional demands that no reasonable Board could accept. We believe that Deep Track's campaign ultimately comes down to one objective: gain majority control of the Dynavax Board at the 2026 Annual Meeting in order to effectuate its value destructive plan, at the expense of all other stockholders, while not paying a control premium. Deep Track has made it abundantly clear that any settlement – including its latest proposal – must afford Deep Track the ability to obtain majority control of the Board at the 2026 Annual Meeting and must include the appointment of its own principal, Mr. Erkman, who the Board interviewed and found unqualified to serve as a director based on a lack of relevant skills and experience. It is our strong belief that Mr. Erkman, as a Deep Track employee, would not be open-minded or act with independence in the Boardroom – he is beholden to Deep Track. Replacing any of Dynavax's directors with Deep Track's nominees would leave Dynavax deficient in vital expertise that is needed at this critical moment – Deep Track's campaign would remove proven strategic leadership, essential vaccine expertise, senior public biotechnology and board experience and deep industry financial expertise. Simply put, Deep Track's nominees do not stack up. We remain unwavering in our commitment to act in the best interests of the Company and all stockholders. Dynavax's proposed Board slate is uniquely equipped to guide the Company's strategy and continue delivering enhanced value for you. Your vote is critical in protecting the future of our Company. Thank you for your support, The Dynavax Board of Directors Advisors Goldman Sachs & Co. LLC is serving as financial advisor to Dynavax and Cooley LLP is serving as legal counsel. About Dynavax Dynavax is a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines to help protect the world against infectious diseases. The Company has two commercial products, HEPLISAV-B® vaccine (Hepatitis B Vaccine (Recombinant), Adjuvanted), which is approved in the U.S., the European Union and the United Kingdom for the prevention of infection caused by all known subtypes of hepatitis B virus in adults 18 years of age and older, and CpG 1018® adjuvant, currently used in HEPLISAV-B and multiple adjuvanted COVID-19 vaccines. For more information about our marketed products and development pipeline, visit Forward-Looking Statements This communication contains 'forward-looking' statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements. Forward-looking statements can generally be identified by the use of words such as 'anticipate,' 'believe,' 'continue,' 'expect,' 'will,' 'may,' 'plan,' 'potential,' 'seek,' 'would' and similar expressions, or the negatives thereof, or they may use future dates. Forward-looking statements made in this document include statements regarding the Company's submission of a declassification proposal at its 2025 Annual Meeting, expected contributions from newly appointed directors, expectations regarding delivering value for our stockholders, our future growth, our differentiated technology, market share, expected product revenue, our business strategy and long-term performance. Actual results may differ materially from those set forth in this communication due to the risks and uncertainties inherent in our business, including, the risk that circumstances surrounding or leading up to our 2025 Annual Meeting may change, risks relating to our ability to commercialize and supply HEPLISAV-B, and risks related to the implementation of our long-term growth objectives, as well as other risks detailed in the 'Risk Factors' section of our Annual Report on Form 10-K for the financial year ended December 31, 2024 and any periodic filings made thereafter, as well as discussions of potential risks, uncertainties and other important factors in our other filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, are qualified in their entirety by this cautionary statement and we undertake no obligation to revise or update information herein to reflect events or circumstances in the future, even if new information becomes available. Information on Dynavax's website at is not incorporated by reference in our current periodic reports with the SEC. Important Additional Information and Where to Find It On April 17, 2025, the Company filed a definitive proxy statement on Schedule 14A (the 'Proxy Statement') and form of accompanying GOLD proxy card with the U.S. Securities and Exchange Commission (the 'SEC') in connection with its 2025 Annual Meeting and its solicitation of proxies for the Company's director nominees and for other matters to be voted on. The Company may also file other relevant documents with the SEC regarding its solicitation of proxies for the 2025 Annual Meeting. This communication is not a substitute for any proxy statement or other document that the Company has filed or may file with the SEC in connection with any solicitation by the Company. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, ACCOMPANYING GOLD PROXY CARD AND OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a copy of the Proxy Statement, accompanying GOLD proxy card, any amendments or supplements to the Proxy Statement and any other relevant documents filed by the Company with the SEC at no charge at the SEC's website at Copies will also be available at no charge at the Company's website at Certain Information Regarding Participants This communication is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. The Company, its directors, its director nominees and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies for the 2025 Annual Meeting. Information regarding the names of such persons and their respective direct or indirect interests in the Company, by securities holdings or otherwise, is available in the Proxy Statement, which was filed with the SEC on April 17, 2025, including in the sections captioned 'Compensation Discussion and Analysis,' 'Summary Compensation Table,' 'Grants of Plan Based Awards,' 'Outstanding Equity Awards at Fiscal Year End,' 'Pay Ratio Disclosure,' 'Director Compensation,' 'Certain Transactions,' 'Security Ownership of Certain Beneficial Owners and Management,' and 'Supplemental Information Regarding Participants in the Solicitation.' To the extent that the Company's directors and executive officers have acquired or disposed of securities holdings since the applicable 'as of' date disclosed in the Proxy Statement, such transactions have been or will be reflected on Statements of Changes in Ownership of Securities on Form 4 or Initial Statements of Beneficial Ownership of Securities on Form 3 filed with the SEC. These documents are or will be available free of charge at the SEC's website at For Investors: Paul Cox [email protected] 510-665-0499 or MacKenzie Partners, Inc. Bob Marese / John Bryan Toll-Free: 1-800-322-2885 [email protected] For Media: Dan Moore / Tali Epstein [email protected] 1Based on Dynavax stock price between March 31, 2020, and March 31, 2025. 2Based on Dynavax stock price between March 31, 2020, and March 31, 2025. 3Based on Dynavax stock price between March 31, 2020, and March 31, 2025. View original content to download multimedia: SOURCE Dynavax Technologies
