CureVac Acquisition Finalized by BioNTech, Delisting Looms

CureVac NL0015436031

The six-month acquisition process of CureVac by its German peer BioNTech has now been successfully concluded. The offer period closed on December 18, with approximately 86.75% of CureVac's shareholders accepting the share exchange offer. A squeeze-out procedure for the remaining stockholders is scheduled for January 2026, after which CureVac's stock will be permanently delisted from public trading.

This transaction consolidates the capabilities of two pioneering German mRNA technology firms. BioNTech aims to bolster its cancer immunotherapy portfolio by integrating CureVac's technological platforms. CureVac's research and manufacturing site in Tübingen will be absorbed into BioNTech's operational structure.

Concurrently, the deal resolves the ongoing patent dispute between the two companies concerning mRNA-based COVID-19 vaccines, which was suspended during the offer period.

Transaction Terms and Valuation

Shareholders who tendered their stock received 0.05363 BioNTech American Depositary Shares (ADSs) for each CureVac share. This exchange ratio was based on BioNTech's volume-weighted average share price of $101.88 over the ten trading days ending November 25. In aggregate, CureVac investors received roughly 10.5 million BioNTech ADSs.

The total transaction value reached approximately $1.25 billion. This translated to a value of about $5.46 per CureVac share in BioNTech stock, representing a 55% premium over CureVac's three-month average price of $3.53 prior to the deal's announcement in June.

The German Federal Cartel Office granted its approval in November. An extraordinary general meeting held on November 25 voted in favor of the transaction with more than 99% approval.

Final Steps and Tax Implications

BioNTech intends to execute a squeeze-out for the remaining 13.25% of shares in January 2026. Holders who did not participate in the initial offer will receive the same consideration, subject to a deduction of 15% Dutch withholding tax. The Nasdaq listing for CureVac shares will terminate upon completion of this subsequent acquisition phase.

CureVac's Final Financial Snapshot

For the third quarter of 2025, CureVac reported a net profit of €310.2 million. This result was primarily driven by license agreements with GSK and the settlement of the U.S. patent litigation with BioNTech and Pfizer. The company's liquidity position stood at €416.1 million as of the end of September.

As part of the acquisition, BioNTech also takes control of CureVac's oncology pipeline, which includes development programs targeting glioblastoma and lung cancer. The strategic direction for the combined mRNA operations is currently being formulated.