CureVac Acquisition Clears Final Hurdle as BioNTech Secures Majority Stake

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The independent chapter for mRNA developer CureVac is drawing to a definitive close. The critical threshold for its acquisition by BioNTech has been met, setting the stage for the Tübingen-based firm to be integrated into its Mainz-based rival. Shareholders who have not yet acted on the takeover offer now face a pivotal deadline with significant consequences for the liquidity and tax treatment of their holdings.

BioNTech has confirmed that the minimum acceptance condition for its takeover bid has been significantly exceeded. By the close of the initial offer period, approximately 184 million CureVac shares had been tendered. This figure represents about 81.74% of the company’s outstanding equity, comfortably surpassing the 80% threshold required to proceed. The path is now clear for CureVac to become part of the BioNTech portfolio.

Under the terms of the deal, shareholders will receive 0.05363 BioNTech American Depositary Receipts (ADRs) for each CureVac share they own. Market pricing already reflects this exchange ratio, with CureVac stock showing little movement and last trading at 4.45 euros. The share price has effectively found its floor in the takeover offer, ending a period of speculative volatility.

Final Window for Investors and Risks of Inaction

A subsequent acceptance period is now open, running until December 18, 2025. Market observers view this as the final opportunity for investors to cleanly exit their position.

The implications for shareholders who do not tender their shares are substantial. Following the transaction's completion, BioNTech intends to execute a comprehensive reorganization. The remaining CureVac shares are expected to be delisted from public exchanges, rendering them illiquid. Furthermore, these holders may be subject to a 15% Dutch withholding tax on the compensation dividend, creating a potential financial disadvantage compared to those who accept the offer during the acceptance period.

Strong Financial Position Amid Ongoing EU Dispute

Operationally, CureVac exits its independence from a position of financial strength. The company’s third-quarter 2025 report showed cash reserves exceeding 416 million euros and an operating profit of 310.2 million euros. It should be noted, however, that this surplus is largely attributable to one-time effects. These include settlement payments related to patent disputes with Pfizer and BioNTech, as well as adjustments to its licensing agreement with GSK.

One cloud of uncertainty remains on the horizon. An auditor's report from Deloitte concerning the use of EU grant funds for CureVac's first COVID-19 vaccine contains findings that the company disputes. CureVac has stated it will legally challenge any potential clawback claims from the European Commission.

Barring unforeseen bureaucratic delays, the full settlement of the acquisition is anticipated immediately after the additional acceptance period concludes on December 18, 2025.