BioNTech Completes CureVac Acquisition and Delisting

CureVac NL0015436031

The consolidation of two major European biotech firms is now final. CureVac N.V. has ceased to be a publicly traded company following its full acquisition by competitor BioNTech SE. The deal, one of the most significant in the sector, concludes with the removal of CureVac's shares from the Nasdaq exchange.

BioNTech's takeover, structured as an all-stock transaction valued at approximately $1.25 billion, was formally completed on January 6. The process originated from an exchange offer launched in mid-2025 for all outstanding CureVac shares.

Shareholders who tendered their stock received 0.05363 BioNTech American Depositary Shares (ADS) for each CureVac share they held. The delisting from Nasdaq became effective on January 16.

Key Transaction Metrics:

• Total Shares Tendered: 195,341,219 (representing roughly 86.75% of outstanding shares)
• Exchange Ratio: 0.05363 BioNTech ADS per CureVac share
• Implied Value at Announcement: $5.46 per CureVac share
• Final CureVac Trading Price: $4.66 (January 6)
• Merger Completion Date: January 6
• Delisting Effective Date: January 16

Integrating Assets and Resolving Disputes

This acquisition brings a longstanding patent dispute between the German mRNA pioneers to a close. BioNTech gains full ownership of CureVac's intellectual property portfolio, which includes patents covering mRNA design, lipid nanoparticle delivery formulations, and manufacturing processes.

Strategically, the move is designed to bolster BioNTech's competitive stance in the global mRNA therapeutics race. The combined entity positions itself as the primary Western rival to Moderna. BioNTech has stated its intention to integrate CureVac's research assets into its oncology-focused strategy, with plans to initiate fifteen Phase 3 clinical trials by the end of 2026.

Finalizing the Merger for Remaining Shareholders

Following the initial exchange offer, BioNTech executed a squeeze-out merger for the remaining minority shareholders. This was effected through a statutory merger under Dutch law, with CureVac N.V. merging into CureVac Merger B.V., thereby terminating all publicly held shares.

These remaining shareholders are entitled to the same consideration as offered in the original tender. Settlement will be handled automatically by custodian banks and may be subject to Dutch source taxation on any dividend-equivalent elements.

Next Steps for the Combined Company

All of CureVac's research and development programs will now continue under the BioNTech umbrella. This includes several oncology candidates, such as a Phase 1 study for non-small cell lung cancer that received clearance from the U.S. Food and Drug Administration (FDA) in April 2025. Future milestones for these projects will be reflected solely in BioNTech's corporate valuation.

The final regulatory approval was granted by the German Federal Cartel Office (Bundeskartellamt) in November 2025. Operations at CureVac's Tübingen site will be incorporated into BioNTech's organizational structure. The company has indicated it will conduct comprehensive strategic and operational reviews before finalizing the integrated R&D framework.