Latest news with #ScottMyers
Yahoo
6 days ago
- Business
- Yahoo
Tri Counties Bank Announces Business and Commercial Banking Expansion
CHICO, Calif., June 04, 2025--(BUSINESS WIRE)--Tri Counties Bank has restructured its business and commercial management teams to provide more specialized expertise and superior service for California businesses. This move strengthens Tri Counties Bank's ability to better serve businesses of all sizes with streamlined access to specialized lending, helping businesses scale faster, navigate market fluctuations, and seize growth opportunities. The restructuring ensures businesses receive tailored financial solutions at every stage of growth: Business Banking, for businesses between $2 million and $10 million in revenue Commercial Banking, for businesses between $10 million and $50 million in revenue Middle Market and Specialty Banking, for businesses with annual revenues greater than $50 million Scott Myers, Head of Wholesale Banking at Tri Counties Bank, led the strategic reorganization of the business banking divisions, bringing more than 25 years of experience to reshape how California businesses receive financial services. "Tri Counties Bank is uniquely positioned to serve the diverse needs of businesses of all sizes across California," Myers said. "Our goal is to continue to deliver upon our successful service model of true relationship-based banking." This restructuring directly reflects the needs of businesses throughout California that value relationship-based banking with experts who can tailor products to fit their unique needs. Tri Counties Bank appointed senior leaders with vast experience to oversee specialized industry-focused teams: Aytom Salomon, Managing Director of Middle Market and Specialty Banking Lindsey Fudge, Managing Director of Middle Market Commercial Real Estate Vanessa Ryan, Director of Public Sector Banking Brett Lew, Director of Food and Agribusiness Banking Businesses interested in learning more about how these new specialized services can support their financial growth can visit or call 1-800-982-2660. About Tri Counties Bank Established in 1975, Tri Counties Bank is a wholly-owned subsidiary of TriCo Bancshares (NASDAQ: TCBK), headquartered in Chico, California with corporate offices in Roseville, South San Francisco, and Bakersfield, with assets of nearly $10 billion and 50 years of financial stability. Tri Counties Bank is dedicated to providing exceptional service for individuals and businesses throughout California with more than 75 locations, advanced mobile and online banking, and access to approximately 40,000 surcharge-free ATMs nationwide. As California's Local Bank, Tri Counties Bank prioritizes serving clients with local bankers and local decision-making, backed by corporate philanthropy, community engagement, employee volunteerism and investments. Recognized by various publications as among the Top Workplaces and Best Banks, Tri Counties Bank recruits and retains diverse and talented team members. Visit to learn more. Member FDIC. Equal Housing Lender. NMLS #458732. View source version on Contacts Megan Sheehan, AVP, Public Relations ManagerMeganSheehan@ (530) 332-2330
Business Wire
6 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.
Associated Press
12-05-2025
- Business
- Associated Press
Dynavax Files Investor Presentation Highlighting Superior Strategy and Board That is Delivering Strong Financial Results and Significant Long-Term Value
Presentation Underscores Deep Track's Value Destructive Plan and Inferior Slate of Director Nominees Urges Stockholders to Vote 'FOR' All Four Dynavax Director Nominees on the GOLD Proxy Card Today EMERYVILLE, Calif., May 12, 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 an investor presentation with the Securities and Exchange Commission ('SEC') in connection with its 2025 Annual Meeting of Stockholders to be held on June 11, 2025. Stockholders of record as of April 14, 2025, will be entitled to vote at the meeting. Highlights of the presentation include: The Dynavax Board of Directors is committed to acting in the best interests of all stockholders and unanimously recommends that stockholders vote 'FOR' all four of Dynavax's director nominees standing for election – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun – on the GOLD proxy card today. 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 'continue,' 'expect,' 'will,' 'plan,' 'would' and similar expressions, or the negatives thereof, or they may use future dates. Forward-looking statements made in this document include statements regarding expected contributions from our current directors, expectations regarding delivering value for our stockholders, market share and size of the market, 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, the risks that market size or actual demand for our products may differ from our expectations, risks related to the timing of completion and results of current clinical studies, risks related to the development and pre-clinical and clinical testing of vaccines containing CpG 1018 adjuvant, 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 Quarterly Report on Form 10-Q for the three months ended March 31, 2025 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] ____________________________ 1 Use of capital from 2020 to present, excluding CapEx and SG&A expense; reflects full execution of the $200 million share repurchase program. View original content to download multimedia: SOURCE Dynavax Technologies
Associated Press
29-04-2025
- Business
- Associated Press
Dynavax Highlights Superior Board Leadership Overseeing Long-Term Value Creation Strategy
Mails Letter to Stockholders Urging Stockholders to Vote 'FOR' All Four Dynavax Director Nominees on the GOLD Proxy Card EMERYVILLE, Calif., April 29, 2025 /PRNewswire/ -- Dynavax Technologies Corporation (Nasdaq: DVAX) ('Dynavax' or the 'Company'), a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, today mailed a letter to its stockholders in connection with its 2025 Annual Meeting of Stockholders ('Annual Meeting') urging stockholders to vote the GOLD proxy card 'FOR' all four of Dynavax's highly qualified directors standing for election – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun. The Annual Meeting will be held on June 11, 2025, and Dynavax stockholders of record as of April 14, 2025, will be entitled to vote at the Annual Meeting. The full text of the letter being mailed to stockholders follows: Dear Fellow Stockholder, At this year's Annual Meeting, Deep Track Capital is seeking to replace four of our independent directors, including our Chairman, with inferior nominees that would implement Deep Track's value destructive plan — change that is not only unnecessary but would also impede the Company's sustained momentum and risk the long-term value of your investment. The Dynavax Board of Directors has been meaningfully refreshed in recent years with qualified directors who have enhanced the Company's corporate governance while overseeing consistent and record financial and operational performance. Dynavax is in the strongest position it has ever been in, and our Board's nominees – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun – are essential to advancing Dynavax's strategy and driving long-term stockholder value at this pivotal juncture for the Company. We urge you to vote 'FOR' Dynavax's four director nominees on the GOLD universal proxy card today. Only four directors can be elected at the Annual Meeting. DYNAVAX'S BOARD HAS ALREADY THOUGHTFULLY REFRESHED WITH EXPERTS WHO KNOW HOW TO DRIVE LONG-TERM STOCKHOLDER VALUE IN OUR INDUSTRY Our Board refreshment process has always been driven by a clear set of criteria based on Dynavax's current and future needs. Since Dynavax underwent a wholesale transformation starting in 2019 to prioritize its vaccine business and launch HEPLISAV-B®, we have thoughtfully reshaped our Board with new, independent directors who bring highly specialized skillsets that are directly aligned to our long-term strategic plan. As a result of our refreshment efforts, following the Annual Meeting, the Board will be comprised of nine directors, with six of our eight independent directors having been appointed since 2020. This refreshed Board has been the architect of the successful plan we currently have in place and remains crucial to our continued execution. Our Board checks every box: Since Dynavax's pivot, our Board has overseen a disciplined strategy that is generating superior value: DYNAVAX'S NOMINEES ARE CLEARLY AND SUBSTANTIALLY MORE QUALIFIED THAN DEEP TRACK'S CANDIDATES TO OVERSEE THE EXECUTION OF A STRATEGY THAT IS WORKING Each of our four nominees is essential to our Board and replacing any of them would leave Dynavax deficient in vital expertise that is needed to guide the Company through a pivotal year. Our nominees have expertise across every facet of the biotechnology and vaccine space and have led multiple company transactions generating billions of dollars and maximizing stockholder value. The contrast between the qualifications of the Dynavax slate versus Deep Track's slate is striking: In sharp contrast, Deep Track's candidates lack the decades of public company biotechnology and vaccine operational and financial acumen that Dynavax's directors bring and have little to no public company board experience – in fact, only one of Deep Track's four candidates has ever served on a U.S. public company board of directors. In aggregate, Deep Track's candidates bring no additive or differentiated skills to our current Board. DEEP TRACK IS DEMANDING UNREASONABLE AND UNNECESSARY CHANGE THAT WOULD DESTROY THE VALUE OF YOUR INVESTMENT Deep Track's flawed plan, which favors a near-term payoff at a considerably lower value, puts its own short-term interests above those of all other stockholders and would be detrimental to the long-term value our Board is generating. Deep Track is demanding that Dynavax: Moreover, aside from demanding these short-sighted initiatives, Deep Track has yet to provide any actionable ideas on how to grow HEPLISAV-B®, a core pillar of its own plan, which our Board and management team are already doing with great success. YOUR VOTE IS IMPORTANT – HELP ENSURE DYNAVAX'S CONTINUED MOMENTUM We do not believe the changes to the Board proposed by Deep Track are warranted or in the best interests of all stockholders. The current Dynavax Board is best equipped to guide the Company's strategy, with the expertise necessary to successfully drive enhanced stockholder value. 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 expected contributions from newly appointed directors, expectations regarding delivering value for our stockholders, our future growth, potential of our differentiated technology, timing of clinical trials and expected results, market share and size of the market, 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] 1 Based on Dynavax stock price between March 31, 2020, and March 31, 2025. View original content to download multimedia: SOURCE Dynavax Technologies
Business Wire
21-04-2025
- Business
- Business Wire
Deep Track Capital Files Definitive Proxy Statement and Sends Letter to Fellow Shareholders
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 announced that it has filed a definitive proxy statement in connection with its nomination of four highly qualified candidates for election to the Company's Board of Directors (the 'Board') at the 2025 Annual Meeting of Stockholders (the 'Annual Meeting'). Deep Track also sent a letter to shareholders. The full text of the letter follows: Dear Fellow Dynavax Shareholders, Deep Track Capital, LP (together with its affiliates, 'Deep Track' or 'we') is one of the largest shareholders of Dynavax Technologies Corporation ('Dynavax', 'DVAX' or the 'Company'), with ownership of approximately 14.53% of the Company's outstanding shares. We manage approximately $4 billion on behalf of our investors – including many healthcare organizations and non-profits – and focus exclusively on the life sciences space and the development of novel therapies. Senior members of our team first purchased Dynavax shares nearly 15 years ago 1 and we have continued to steadily build our position in the Company. We have high conviction in Dynavax's long-term potential. The Company's lead asset, Heplisav, is extremely valuable and is poised for many years of growth and cash generation. In fact, we believe that Heplisav's value creation potential will only improve as it becomes further established in the marketplace and becomes the standard of care for hepatitis B vaccination in adults. Unfortunately, we believe that Dynavax is on the wrong track. Instead of focusing on growing Heplisav's market position, the Company has pursued a years-long search for external assets to acquire. We tried to engage with the Company privately for many months to urge the Board to abandon its fruitless search for acquisition targets, return cash to shareholders through a share repurchase program, and focus exclusively on growing Heplisav – but were rebuffed. We are not a typical 'activist' investor. We are a long-term shareholder that is deeply concerned that the Dynavax Board is leading the Company down a path of value destruction that will have negative consequences for all stakeholders. That is why we have taken the extraordinary step (for us) of publicly airing our concerns and nominating four director candidates for the Company's nine-member Board. Your vote at the Annual Meeting is important – now is the time to make your voice heard and help refocus Dynavax. As you consider your vote, please keep in mind the following: The Board's Misguided Strategy is Preventing Shareholders and All Stakeholders from Realizing Heplisav's Full Potential The Board, under the direction of Chairman Scott Myers, has for years pressured management to deploy cash on 'empire building' acquisitions – and Dynavax has nothing to show for this strategy. Specifically, in 2023, the Board tasked management with presenting an evaluation of at least three late stage/commercial opportunities. The Company's subsequent focus on asset acquisitions and growing inorganically has yielded no viable opportunities and has distracted management from growing Heplisav – yet the percentage of management compensation tied to sourcing external opportunities has tripled from 5% to 15% over the past four years. Management and the Board should be focused on realizing the opportunities offered by Heplisav instead of being distracted by sourcing external opportunities. We believe this is a key contributor to the flattening of Heplisav's market share growth in recent quarters. Specifically, fourth quarter 2024 Heplisav market share reported by Dynavax was 44%, which is only slightly up from 42% in the prior year quarter. This is a critical period in Heplisav's growth curve, and investors need Dynavax to be fully focused on the task at hand. Recent missteps at Dynavax only highlight the significant risk and complexity of developing vaccines. In May 2024, the FDA rejected 2 a long-standing effort to add the adult hemodialysis population to the Heplisav label, and in November 2024, Dynavax announced it discontinued development of Tdap-1018 3, which was designed to further leverage the Company's proprietary adjuvant. Given this track record, we believe investors have little confidence that the Company would be able to acquire, successfully develop, and achieve licensure of an external asset on any sort of reasonable timeframe. If management were 'all-in' on Heplisav, we believe that it would provide many years of growth and margin improvement, and we estimate Heplisav would generate more than $1 billion of cash through 2030. The Current Board's Unfocused Strategy Has Destroyed Shareholder Value Dynavax has delivered negative total shareholder returns ('TSR') in recent years despite Heplisav sales growing more than fourfold from 2021 to 2024, including over 25% last year. See the chart below. We believe the Company's underperformance demonstrates a lack of investor confidence in its current strategy and concerns that Dynavax is going to squander its profits on a misguided acquisition. Shareholder-Driven Change is Urgently Needed to Avoid Value Destructive Blunders The Company has been a poor steward of shareholders' capital – and new voices are needed in the boardroom to reverse this trend. For example, Dynavax recently refinanced the majority of its outstanding convertible debt with expensive new convertible notes rather than pay down its debt obligations using some of its ~$714 million cash on hand. It is inexplicable, in our view, that the Board thought this was a better use of cash than returning incremental value to shareholders. The Board has taken positive steps only reactively in response to our public pressure. In our view, this shows that the incumbent directors cannot be trusted to truly represent the best interests of all shareholders. For example, the Board announced a reactive $200 million share buyback just two weeks after our amended 13D filing, despite us having urged the Company privately for months to return capital to shareholders. The Company subsequently announced the replacement of two directors. Adding two directors hand-picked by an entrenched Board does not, unfortunately, do anything to assuage investors' concerns about a lack of independence – especially given that one of these individuals previously served on another board with Mr. Myers. The Board's endemic entrenchment is further evidenced by its proposal to de-stagger over the course of three years, rather than having every director up for re-election this year. We have tried to reach a settlement and have demonstrated a willingness to compromise, yet the Board has not made any effort to adjust its position. Most recently, we offered to settle by adding two of our candidates to replace two long-tenured directors and to give up our ability to nominate director candidates at the 2026 Annual Meeting. Given our settlement offers, we believe it is ludicrous for the Company to argue we are seeking control of the Board. We Urge Shareholders to Elect Our Four Highly Qualified Nominees A refreshed Board could drive critical improvements to the Company's strategy and ensure it is on the best path forward for all stakeholders – including by eventually eliminating hepatitis B – while maximizing the long-term value of the Company's assets. Our nominees are not tied to prior Board decisions and would critically evaluate the Company's strategy. They would also bring financial, healthcare-related, and corporate governance experience and expertise, as well as fresh thinking and shareholder alignment. A shareholder representative is desperately needed, in our view, so that investors can feel confident about the Company's direction. We are not trying to gain control of the Board, as Dynavax has falsely alleged. We are seeking to elect four nominees to a nine-member Board; three of our four nominees are independent of Deep Track. We urge you to vote FOR our highly qualified nominees: Brett Erkman: a Managing Director at Deep Track Capital. Mr. Erkman has spent the last twenty years investing in biotechnology companies and will bring a much needed (and the only) perspective of a large shareholder to the Board. Jeffrey Farrow: the Chief Financial Officer at Tarsus Pharmaceuticals (NASDAQ: TARS). Mr. Farrow was also the CFO at Global Blood Therapeutics, Inc. (formerly NASDAQ: GBT; sold to Pfizer for $5.4 billion), ZS Pharma, Inc. (formerly NASDAQ: ZSPH; sold to AstraZeneca for $2.7 billion), and Hyperion Therapeutics (formerly NASDAQ: HPTX; sold to Horizon Pharma plc for $1.1 billion). Michael Mullette: the interim Chief Executive Officer at Lykos Therapeutics. Mr. Mullette was previously the Vice President of North American Commercial Operations at Moderna, Inc. (NASDAQ: MRNA) and spent nearly twenty years at Sanofi (NASDAQ: SNY) in a variety of positions including senior roles in global commercial operations. Donald Santel: the former President and Chief Executive Officer of Hyperion Therapeutics (formerly NASDAQ: HPTX), which developed and brought Ravicti to market for urea cycle disorders and was ultimately acquired by Horizon Pharma in 2015. Prior to Hyperion, Mr. Santel was the Chief Executive Officer of CoTherix (formerly NASDAQ: CTRX), which developed Ventavis for pulmonary arterial hypertension and was acquired by Actelion in 2006. *** This year's Annual Meeting offers an important chance to make your voice heard. Do not let the Dynavax Board continue to ignore your best interests. Regards, David Kroin Founder and Chief Investment Officer, Deep Track Capital LP EVERY VOTE MATTERS Your vote is important, no matter how many shares of Common Stock you own. We urge you to follow the instructions set forth on the enclosed WHITE proxy card to vote via the Internet or by telephone or to mark, sign, date, and return the enclosed WHITE proxy card by mail today to vote FOR the election of the four Deep Track Nominees and in accordance with the Deep Track Parties' recommendations on the other proposals on the agenda for the 2025 Annual Meeting. 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 our proxy solicitor, Innisfree M&A Incorporated ('Innisfree'), using the contact information provided here: 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 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. 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).
