On October 22, 2025 BioNTech SE (Nasdaq: BNTX, "BioNTech") reported it had commenced its public exchange offer (the "Offer") for all outstanding shares of CureVac N.V. (Nasdaq: CVAC, "CureVac"). The Offer is being made pursuant to the previously announced purchase agreement between BioNTech and CureVac, dated as of June 12, 2025 (the "Purchase Agreement"). Upon closing, the transaction will bring together two pioneers in mRNA science with complementary capabilities and technologies to advance the development of innovative and transformative investigational mRNA-based cancer immunotherapies for patients in need.
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With the acquisition, BioNTech aims to strengthen its research, development, manufacturing, and commercialization capabilities, complementing its expertise in mRNA design, delivery formulations, and mRNA manufacturing. The transaction marks a milestone in the execution of BioNTech’s oncology strategy, which focuses on two pan-tumor programs: mRNA-based cancer immunotherapy candidates, and pumitamig (BNT327), a PD-L1xVEGF-A bispecific antibody candidate. BioNTech’s all-stock acquisition of CureVac is expected to create long-term value for shareholders of both companies, building on BioNTech’s proven track record in mRNA research, development, manufacturing, and commercialization.
Under the terms of the Purchase Agreement, each CureVac share will be exchanged for approximately $5.46 in BioNTech American Depositary Shares ("ADSs"), resulting in an implied aggregate equity value for CureVac of approximately $1.25 billion (subject to the adjustments described below). The consideration is subject to a collar mechanism, such that if the 10-day volume weighted average price of a BioNTech ADS ending on, and including, the fifth business day prior to the closing of the Offer ("VWAP") is greater than or equal to $126.55, each CureVac share will be exchanged (the "Exchange Ratio") for 0.04318 of a BioNTech ADS, and if the VWAP is less than or equal to $84.37, the Exchange Ratio will be 0.06476 of a BioNTech ADS. For the duration of the Offer, an indicative Exchange Ratio will be available at www.envisionreports.com/CureVacOffer.
CureVac shareholders who want to participate in the Offer should contact their broker, dealer, or other nominee through which they hold their CureVac shares for further information. Any CureVac shareholder who has any questions, including regarding how to participate, may reach out to the information agent for the Offer, Georgeson LLC, at +1 888 686 7195 (toll free in the US), +1 732 353 1948 (collect) or [email protected].
The Offer will expire at 9:00 a.m. (New York City time) on December 3, 2025, unless extended or terminated earlier, in each case in accordance with the terms of the Purchase Agreement. The Offer is subject to various conditions, including at least 80% of CureVac’s shares (threshold may be reduced to 75% unilaterally by BioNTech under certain circumstances) being tendered into the Offer and accepted for payment and the receipt of required regulatory approvals.
As promptly as practicable following the expiration of the Offer, including the contemplated subsequent offering period, BioNTech and CureVac will effectuate a corporate reorganization of CureVac and its subsidiaries, resulting in BioNTech owning 100% of CureVac’s business. As part of this corporate reorganization, any holders of CureVac shares who do not participate in the Offer will receive the same consideration as they would have received had they participated in the Offer; however, BioNTech ADSs (and cash in lieu of fractional BioNTech ADSs) received pursuant to such reorganization may be subject to Dutch dividend withholding tax at a rate of 15%. The exchange agent may withhold and sell BioNTech ADSs to satisfy any such withholding tax.
In connection with the commencement of the Offer, CureVac will convene an extraordinary general meeting of shareholders (the "EGM") to be held on November 25, 2025. The EGM will be called to vote on certain resolutions by the CureVac shareholders relating to the proposed transaction with BioNTech, including the post-offer corporate reorganization of CureVac and its subsidiaries, and the appointment of new members to the management and supervisory boards, each as further to be set out in the agenda and explanatory notes that will be made available to CureVac’s shareholders. The convening notice, agenda, explanatory notes, and other relevant materials for the EGM will be made available free of charge at CureVac’s registered office and on its website (View Source). The registration date for CureVac shareholders is October 28, 2025. CureVac shareholders will be able to attend and vote at the EGM, either in person or by proxy, subject to the procedures set forth in the convening notice, in particular complying with the notification cut-off date on November 20, 2025. The adoption of the proposed resolutions relating to the post-offer reorganization and the post-closing composition of the management and supervisory boards at the EGM is a condition to the expiration of the Offer.
Should you need help or have questions relating to the EGM and to vote your shares, please contact CureVac’s information agent, Sodali, at [email protected] or +49 69 95179985.
BioNTech has filed a registration statement on Form F-4 and amendments thereto (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC"), which has not yet become effective. BioNTech has filed with the SEC a Tender Offer Statement on Schedule TO, including as exhibits an offer to exchange/prospectus and letter of transmittal, which include the terms of the Offer. Additionally, CureVac has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC containing the recommendation of its management board and supervisory board that CureVac shareholders tender their shares into the Offer. The Schedule TO, Registration Statement, Schedule 14D-9, their exhibits and other Offer materials can be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting Georgeson LLC, the information agent for the Offer, as set out above.
(Press release, BioNTech, OCT 22, 2025, View Source [SID1234656894])