- Acquisition aims to strengthen the research, development, manufacturing and commercialization of mRNA-based cancer immunotherapy candidates, marking BioNTech's next milestone in the execution of its oncology strategy
- CureVac shareholders receive approximately $5.46 in BioNTech American Depositary Shares for each CureVac share, subject to a collar; an indicative exchange ratio will be available at www.envisionreports.com/CureVacOffer for the duration of the exchange offer
- Information on how CureVac shareholders can participate in the exchange offer is available via Georgeson LLC, the information agent for the exchange offer, at +1 888 686 7195 (toll free in the US), +1 732 353 1948 (collect), or Curevacoffer@georgeson.com
- Exchange offer will expire at 9:00 a.m. (New York City time) on December 3, 2025, unless extended or terminated earlier, in accordance with the terms of the Purchase Agreement
MAINZ, Germany, October 22, 2025 (GLOBE NEWSWIRE) -- BioNTech SE (NASDAQ:BNTX, "BioNTech"))) today announced 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.
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 Curevacoffer@georgeson.com.
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.