On November 26, 2025 BioNTech SE (Nasdaq: BNTX, "BioNTech") reported the approval of matters relating to the exchange offer (the "Offer") for all outstanding shares of CureVac N.V. (Nasdaq: CVAC, "CureVac") at the extraordinary general meeting ("EGM") held by CureVac on November 25, 2025. At the EGM, over 99.16% of votes cast by CureVac shareholders were in favor of the proposals relating to the Offer. BioNTech expects to complete the pending Offer as soon as reasonably practicable.
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
CureVac shareholders are advised to tender their shares by 6:00 p.m. Eastern Time on Tuesday, December 2, 2025, to ensure processing before the scheduled expiration time of 9:00 a.m. Eastern Time on Wednesday, December 3, 2025. Although the Offer technically expires at 9:00 a.m. Eastern Time on December 3, 2025, operational deadlines at the Depository Trust Company and the exchange agent require shares to be tendered by 6:00 p.m. Eastern Time on December 2, 2025. No guaranteed delivery procedures apply.
Assuming that the Offer expires at 9:00 a.m. Eastern Time on December 3, 2025, the exchange ratio (the "Exchange Ratio") is 0.05363 of a BioNTech ADS per CureVac share. This calculation of the Exchange Ratio is based on the volume weighted average price of a BioNTech ADS as reported on Nasdaq for each of the 10 consecutive trading days ending on, and including, November 25, 2025, or $101.88. If the Offer is extended, BioNTech will recalculate the Exchange Ratio based on the later expected final expiration time and announce the new exchange ratio by issuing a press release.
Shareholders of CureVac who hold shares through a brokerage firm, bank or other nominee should tender their shares by providing instructions to their broker, bank or other nominee. Other CureVac shareholders may tender their shares by following the instructions provided in the Letter of Transmittal circulated on October 21, 2025. CureVac shareholders who have questions or requests for assistance should contact Georgeson LLC, the Information Agent for the Offer, by phone at +1 (888) 686-7195 (toll free) or +1 (732) 353-1948 (collect), or via email at [email protected] the time of acceptance for exchange of tendered CureVac shares by BioNTech in connection with the Offer, BioNTech will provide a subsequent offering period in accordance with Rule 14d-11 promulgated under the Securities Exchange Act of 1934 (as amended, the "Exchange Act"), of not less than 10 business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) (the "Subsequent Offering Period").
The Offer is conditioned upon receipt by BioNTech of a number of CureVac shares having been validly tendered and not properly withdrawn that would allow BioNTech to acquire at least 80% of the issued and outstanding CureVac shares at the closing of the Offer (the "Minimum Condition"). If all of the Offer conditions have been met besides the Minimum Condition, and BioNTech has extended the Offer on four or more occasions, BioNTech may elect to reduce the Minimum Condition to 75% of the issued and outstanding CureVac shares, in which case the Offer shall be extended for at least ten business days.
As promptly as practicable following the expiration of the Subsequent Offering Period, the parties shall initiate the post-offer reorganization. If all conditions are satisfied or waived, the post-offer reorganization will result in non-tendering holders of CureVac shares receiving BioNTech ADSs (and/or cash in lieu of fractional BioNTech ADSs) pursuant to the post-offer reorganization (rather than the Offer). Non-tendering holders of CureVac shares who receive BioNTech ADSs (and/or cash in lieu of fractional BioNTech ADSs) pursuant to the post-offer reorganization generally will be subject to a 15% Dutch dividend withholding tax.
With respect to the public offering of BioNTech ADSs to the shareholders of CureVac in Austria, Germany, France, Italy, the Netherlands and Spain made under the EU Prospectus (as referred to below), the announcement of the Exchange Ratio constitutes a pricing notice for the purposes of Article 17 of Regulation (EU) 2017/1129, as amended.
(Press release, BioNTech, NOV 26, 2025, View Source [SID1234660968])