CureVac’s Nasdaq Exit Marks End of an Era for European Biotech

CureVac NL0015436031

The curtain has fallen on CureVac's independent journey as a publicly traded company. Following its full acquisition by rival BioNTech, the mRNA specialist from Tübingen has initiated the formal process to delist from the Nasdaq exchange. This move represents a significant consolidation within the European biotechnology sector, shifting focus to the terms offered to shareholders and BioNTech's integration strategy.

The acquisition, structured as an all-stock transaction valued at approximately $1.25 billion, has now been finalized. BioNTech concluded its exchange offer on December 18, 2025, receiving tenders for 195,341,219 CureVac shares. This figure represented 86.75% of the outstanding stock. The remaining shares were transferred to BioNTech in early January 2026 via a squeeze-out procedure.

Key financial details for former equity holders are as follows:

• Exchange Ratio: 0.05363 BioNTech American Depositary Shares (ADS) for each CureVac share
• Implied Value at Announcement: $5.46 per CureVac share
• Total Deal Volume: Roughly $1.25 billion
• Formal Closing Date: January 6, 2026
• Delisting Effective Date: January 16, 2026

For shareholders who did not tender their stock, the squeeze-out process is complete. CureVac Merger B.V. has become the legal successor to CureVac through a statutory merger. Publicly traded CureVac shares no longer exist, with compensation determined by the contractual merger terms.

Final Steps for Delisting

On January 6, 2026, CureVac notified the Nasdaq of the completion of its post-transaction restructuring. Trading was suspended immediately. The company concurrently filed a Form 25 with the U.S. Securities and Exchange Commission (SEC) to formally commence the delisting.

CureVac Merger B.V. also intends to file a Form 15 with the SEC. This filing will seek to terminate the registration of its securities and suspend its ongoing reporting obligations. The deregistration is expected to become effective 90 days after the Form 15 is submitted.

From Rivalry to Integration

The acquisition concludes a years-long competitive dynamic between Germany's two leading mRNA firms. Both companies advanced vaccine candidates during the COVID-19 pandemic, but their paths diverged significantly. BioNTech's mRNA vaccine achieved global success, while CureVac withdrew its initial candidate from the regulatory approval process due to insufficient efficacy.

With the transaction complete, BioNTech's executive board now directly oversees CureVac SE. Key leadership roles have been assumed by Prof. Ugur Sahin, Sierk Poetting, and Ramón Zapata-Gomez. CureVac's former management team voluntarily stepped down following the deal's closure.

Strategic Rationale for BioNTech

The integration of CureVac is designed to bolster several of BioNTech's core strategic areas:

• mRNA Platform Technology: Acquisition of complementary expertise in mRNA design and formulation for delivery
• Manufacturing Capacity: Incorporation of CureVac's Tübingen sites into BioNTech's production network
• Intellectual Property: Resolution of ongoing legal disputes concerning foundational mRNA technology patents
• Oncology Pipeline: Additional momentum for the development of mRNA-based cancer therapies

BioNTech has indicated it will initially maintain CureVac's existing operational workflows. During the integration phase, strategic and scientific reviews will determine the future direction of the combined portfolio.

Looking Ahead

The next major milestone for insights into integration progress, expected synergies, and operational updates will be BioNTech's financial calendar. Market attention is focused on the fourth-quarter 2025 results update, scheduled for release by the end of February 2026. This report is anticipated to provide more detailed commentary on the incorporation of CureVac's assets and teams.