A New Chapter Begins: BioNTech Completes CureVac Acquisition

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The landscape of mRNA biotechnology has undergone a significant consolidation. BioNTech SE has finalized its acquisition of CureVac N.V., marking the end of CureVac's journey as an independent public company and the creation of a more formidable entity within the sector.

On December 18, BioNTech confirmed the successful completion of its public exchange offer for CureVac. The deal officially closed following the conclusion of an additional acceptance period.

• Shareholders tendered approximately 195.3 million CureVac shares.
• This figure represents about 86.75% of the issued and outstanding share capital.
• The offer clearly surpassed the minimum acceptance threshold of 80%.

Ugur Sahin, CEO of BioNTech, described the acquisition as a pivotal move to deepen the company's mRNA platform and broaden the potential applications for this class of technology.

Deal Structure and Key Milestones

Structured as a pure share-for-share exchange, the offer provided CureVac shareholders with 0.05363 BioNTech American Depositary Shares (ADS) for each CureVac share they surrendered. This exchange ratio was calculated based on the volume-weighted average price of BioNTech ADS over the ten trading days ending November 25, which stood at $101.88 per ADS.

When the transaction was first announced on June 12, CureVac's equity value was estimated at approximately $1.25 billion. A major regulatory hurdle was cleared in November when the German Federal Cartel Office granted its approval.

A timeline of critical events includes:

• June 12: Purchase agreement announced.
• October 21: Acceptance period commences.
• November 25: Extraordinary General Meeting, with approval exceeding 99.16%.
• December 3: Minimum acceptance quota of 81.74% achieved.
• December 18: Transaction closed with 86.75% participation.

Leadership Changes and Integration Plans

Concurrent with the closing, CureVac's leadership was reconstituted. The Executive Board of CureVac SE now consists of Ugur Sahin, Sierk Poetting, and Ramón Zapata-Gomez. The former board members voluntarily resigned from their positions.

To ensure continuity, CureVac's operational activities will continue unchanged in the near term. BioNTech intends to conduct strategic, operational, and scientific analyses to determine the future organizational structure and combined portfolio.

Helmut Jeggle, Chairman of BioNTech's Supervisory Board, highlighted the union of two early German mRNA pioneers, both historically backed by long-term oriented family holdings—ATHOS KG and dievini Hopp BioTech Holding.

Strategic Rationale and Combined Pipeline

The acquisition strategically aims to bolster BioNTech's standing in mRNA technology, with expected enhancements in:
* mRNA design capabilities.
* Formulations for drug delivery.
* mRNA manufacturing capacity.

It also reinforces BioNTech's oncology strategy, which focuses on two key pan-tumoral programs:
1. mRNA-based cancer immunotherapy candidates.
2. Pumitamig (BNT327/BMS986545), a bispecific antibody targeting PD-L1 and VEGF-A, developed in collaboration with Bristol Myers Squibb.

CureVac contributes several assets to the combined entity, including:
* CVGBM: A glioblastoma program in Phase 1, Part B.
* CVHNLC: A program for squamous non-small cell lung cancer with Clinical Trial Application (CTA) approval from the European Medicines Agency (EMA).
* Its proprietary "split poly-A tail" technology, protected by validated European patents.

Resolution of Patent Disputes

Ahead of the acquisition, long-running patent disputes related to mRNA-based COVID-19 vaccines were settled. In August, CureVac, GSK, BioNTech, and Pfizer agreed to a settlement to conclude all pending U.S. patent litigation.

The settlement terms included:
* Total payments of $740 million to CureVac and GSK.
* Additional single-digit percentage royalties on future U.S. sales of COVID-19 vaccines.
* A further $50 million payment to CureVac from GSK for the monetization of a portion of U.S. product license royalties from an existing agreement.

Ongoing proceedings in Germany were suspended during the takeover process and are expected to be resolved as part of the overall transaction.

Delisting and Financial Snapshot

Following subsequent structural measures, CureVac's shares will cease to be tradable. BioNTech anticipates fully acquiring the remaining approximately 13.25% of CureVac shares via a squeeze-out procedure in January.

Index provider Solactive announced on December 22, effective December 24, the exclusion of CureVac from several indices—including the RAFI Fundamental Global All Company Index and the Solactive Global Vaccines and Infectious Diseases Index—due to the free float falling below 15%. Shareholders who did not tender their shares and later receive BioNTech ADS will be subject to a 15% Dutch withholding tax on dividends.

Financially, CureVac presented solid figures just prior to the deal's close. Its Q3 results, published November 24, showed:
* Cash and cash equivalents: €416.1 million as of September 30.
* Q3 2025 revenue: €54.1 million.
* Q3 2025 operating result: €310.2 million.
* Q3 2025 earnings per share: €1.21 (basic and diluted).

Management had previously confirmed a financial runway extending into 2028.

Industry Implications and Path Forward

The mandatory acquisition of the remaining minority interests is scheduled for January. Subsequently, CureVac's stock will be delisted from the Nasdaq, concluding the company's public market tenure.

In parallel, BioNTech will undertake detailed analyses to define the future structure and direction of the combined mRNA portfolio. The objective is to deploy the expanded technological and clinical resources across oncology and infectious disease applications.

This merger consolidates two of Germany's earliest developers of mRNA technology under one roof, creating a more concentrated and powerful player that accelerates the maturation of this dynamic industry.