CureVac Shares Cease Trading Following BioNTech Acquisition

CureVac NL0015436031

The independent public listing of CureVac has now concluded. The company's shares were removed from the Nasdaq Global Market in mid-January, finalizing a process that began with its acquisition by fellow German biotech firm BioNTech. For former shareholders, a critical deadline concerning withholding tax refunds is now the primary focus.

This transaction unites two pioneering German companies in the messenger RNA (mRNA) field. BioNTech emphasized in its December 18, 2025 announcement that CureVac’s expertise in mRNA design, formulations, and manufacturing would complement its own capabilities. The deal is integral to BioNTech’s oncology strategy, which is centered on developing mRNA-based cancer immunotherapies. CureVac contributed several clinical-stage programs, including Phase 1 studies in oncology, which will be integrated into BioNTech’s broader development pipeline.

Subsequent to the acquisition's completion, the former members of CureVac’s management board voluntarily stepped down. The board of CureVac SE now consists of Prof. Ugur Sahin, M.D., Sierk Poetting, Ph.D., and Ramón Zapeta-Gomez.

Timeline of the Acquisition and Delisting

The key steps in the takeover and subsequent delisting were as follows:

• December 18, 2025: BioNTech successfully concluded its exchange offer for CureVac shares, receiving 195,341,219 tendered shares. This represented approximately 86.75% of the issued and outstanding stock.
• January 6, 2026: A post-offer reorganization was completed, during which BioNTech assumed all of CureVac’s operational activities. The legal successor entity is now CureVac Merger B.V., which replaces the former CureVac SE. Trading of the stock was suspended.
• January 16, 2026: The official delisting from Nasdaq became effective.
• January 27, 2026: Deadline for submitting applications for a withholding tax refund.

With the delisting final, CureVac Merger B.V. intends to file a Form 15 with the U.S. Securities and Exchange Commission (SEC) to terminate its registration and suspend reporting obligations. The deregistration is expected to become effective 90 days after the filing is submitted.

Implications for Former Shareholders

The delisting eliminates the ability for investors to trade CureVac as a standalone entity on Nasdaq. For those former shareholders who accepted the exchange offer and received BioNTech stock, any future value creation derived from CureVac’s mRNA platform will be reflected solely in the financial performance and share price of BioNTech.

A pressing short-term consideration involves the withholding tax applied to the statutory compensation paid to shareholders who did not participate in the exchange offer. This compensation was subject to Dutch withholding tax.

Key Withholding Tax Deadline

According to BioNTech, the statutory withholding tax rate is 15%. However, due to the recognition of capital components within the transaction's structure, the effective rate applied was 3.01%.

Shareholders seeking a refund of this withheld tax must submit their application via email to [e-mail] no later than January 27, 2026. This deadline is noted on BioNTech’s investor relations webpage. Missing this date could result in the forfeiture of any potential refund claims related to the transaction.