CureVac Concludes Acquisition by BioNTech, Exits Public Markets

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The era of CureVac as an independent, Nasdaq-listed company has officially concluded. BioNTech SE has finalized its acquisition of the mRNA specialist, leading to the cessation of CureVac's stock trading in mid-January. For former shareholders, a critical tax-related deadline now takes center stage.

BioNTech positions the acquisition as a strategic move to bolster its technological capabilities. The company aims to integrate CureVac's expertise in mRNA design, delivery formulations, and production processes. This is viewed as particularly supportive of BioNTech's oncology strategy, which is centered on developing mRNA-based cancer immunotherapy candidates.

The transaction unfolded through a clear sequence of corporate actions:
- The takeover was formally completed on December 18, 2025.
- By that date, approximately 86.75% of CureVac's outstanding shares had been tendered in the exchange offer, representing 195,341,219 shares.
- A subsequent post-offer reorganization was finalized on January 6, 2026, making BioNTech the sole owner of all CureVac business operations.
- CureVac's shares were delisted from the Nasdaq exchange on January 16, 2026.

Corporate Restructuring and Leadership

As a result of the merger, the legal entity formerly known as CureVac N.V. has been succeeded by CureVac Merger B.V., which assumed its position through a statutory merger. The previous members of the CureVac management board voluntarily stepped down upon the deal's closure.

BioNTech has announced the new board for the CureVac SE entity, which now consists of:
- Prof. Ugur Sahin, M.D.
- Sierk Poetting, Ph.D.
- Ramón Zapeta-Gomez

To ensure business continuity, CureVac will maintain its existing operational processes for the time being. Concurrently, BioNTech is conducting comprehensive strategic, operational, and scientific reviews to determine the future organizational structure and portfolio direction of the integrated assets.

Critical Tax Refund Deadline for Shareholders

A pressing deadline is in effect today for former minority shareholders who did not participate in the share exchange offer. These investors received a statutory cash compensation, from which Dutch dividend withholding tax was deducted.

• The statutory withholding tax rate is 15%.
• However, an effective rate of 3.01% was applied, due to recognized capital components.

Shareholders who are not tax residents of the Netherlands are eligible to apply for a refund of this withheld amount. According to BioNTech, refund requests must be submitted via email to [e-mail] and must be received no later than today.

Moving Forward: Deregistration and Corporate Absorption

CureVac Merger B.V. intends to file a Form 15 with the U.S. Securities and Exchange Commission (SEC). This filing will terminate the registration of its securities and suspend its public reporting obligations. The deregistration is expected to become effective 90 days after the submission.

With the delisting completed, the U.S. deregistration pending, and the integration into BioNTech underway, CureVac is being systematically removed from the universe of independently reporting public companies.

Key Facts at a Glance

• Acquisition Completion Date: December 18, 2025
• Post-Offer Reorganization Finalized: January 6, 2026
• Nasdaq Delisting: January 16, 2026
• Shares Tendered: 195,341,219 (approx. 86.75%)
• Legal Successor Entity: CureVac Merger B.V.
• Tax Refund Application Deadline: Today