CureVac Shareholders Face Final Decision as BioNTech Acquisition Nears Completion

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The investment thesis for CureVac has undergone a fundamental shift. The focus is no longer on the company's vaccine pipeline or clinical trial prospects, but squarely on the mechanics of its impending acquisition by BioNTech. With a critical acceptance threshold already surpassed, the transaction is effectively a done deal. For remaining shareholders, the narrative now centers on deadlines, liquidity, and tax implications.

BioNTech has secured approximately 81.74% of CureVac's outstanding shares, a milestone achieved following the close of the initial acceptance period in early December. This figure comfortably exceeds the minimum acceptance threshold of 80%, clearing the path for the full integration of the Tübingen-based biotech firm into BioNTech's corporate structure.

Consequently, the stock's value is now economically tethered to a fixed exchange ratio, rather than serving as a bet on CureVac's standalone research. The agreed terms stipulate that shareholders will receive 0.05363 BioNTech American Depositary Shares (ADS) for each CureVac share they hold.

This new reality is reflected in the share price. While trading well below its recent 52-week high, CureVac stock remains in positive territory for the year, showing a gain of nearly 28% since January and approximately 41% over a twelve-month horizon. Its price movements are now primarily correlated with BioNTech's valuation, largely decoupled from company-specific news flow.

The Crucial Deadline: December 18, 2025

A subsequent offering period is currently underway, providing remaining CureVac stockholders a final opportunity to tender their shares under the original terms of BioNTech's offer.

Key details for this phase include:

• Deadline: Thursday, December 18, 2025, at 12:01 p.m. Eastern Time.
• Action Required: Investors trading on European exchanges or using brokers that require lead time for settlement must account for this processing buffer.

Once this period concludes, trading liquidity in CureVac shares is expected to diminish significantly. BioNTech will then be positioned to initiate steps for a delisting or to squeeze out remaining minority shareholders through a corporate restructuring measure. Both scenarios would severely restrict the stock's tradability.

Considerations for Hold-Out Shareholders

Market experts highlight two principal risks for investors who choose not to tender their shares during the ongoing acceptance window:

1. Liquidity Risk:
   As BioNTech's ownership stake increases, the freely traded portion of CureVac's equity (free float) contracts. This leads to reduced trading volumes and potentially wider bid-ask spreads, making it more difficult to sell shares on the open market later, possibly only at less favorable prices.

2. Potential Tax Disadvantages:
   The transaction's structure carries important tax consequences. Shareholders who receive BioNTech shares later, as part of a subsequent "post-offer reorganization," may become subject to a 15% Dutch dividend withholding tax. This liability would directly reduce the net proceeds ultimately realized from the exchange.

For CureVac investors, the emphasis has therefore shifted from evaluating future drug revenue to optimizing the exit strategy within the given technical and fiscal framework.

Pure Price Mechanics Dominate Trading

Current price action is largely dictated by a straightforward calculation. CureVac's market valuation is directly linked to the value of the BioNTech offer, which totals approximately $1.25 billion. Fluctuations in BioNTech's share price now translate almost one-for-one into movements for CureVac.

Arbitrage traders actively exploit any minor pricing discrepancies between the two securities, ensuring the gap remains narrow. Under these conditions, independent speculative interest in CureVac has virtually evaporated. This is visible in the technical indicators: the Relative Strength Index (RSI) sits at 37.9 in the lower neutral zone, while the share price trades slightly below its 50- and 100-day moving averages but remains above the 200-day average—a pattern typical for a stock whose trading range is constrained by an acquisition arbitrage.

Final Call: Structure and Timing Are Key

CureVac's journey as an independent listed company is drawing to a close. With BioNTech in control of a dominant majority of shares and the exchange ratio fixed, the market has largely priced in the deal. For the remaining shareholder base, three factors are now paramount: adhering to the December 18 deadline, anticipating sharply reduced liquidity after the offer period ends, and understanding the potentially less favorable tax treatment associated with a later exchange during the post-offer restructuring.