공시 • Dec 18
BioNTech SE (NasdaqGS:BNTX) completed the acquisition of CureVac N.V. (NasdaqGM:CVAC) from dievini Hopp BioTech holding GmbH & Co. KG, KfW and others.
BioNTech SE (NasdaqGS:BNTX) entered into a definitive Purchase Agreement to acquire CureVac N.V. (NasdaqGM:CVAC) from dievini Hopp BioTech holding GmbH & Co. KG, KfW and others for $1.3 billion on June 12, 2025. Under the terms of the Purchase Agreement, each CureVac share will be exchanged for approx. $5.46 in BioNTech ADSs, resulting in an implied aggregate equity value for CureVac of approximately $1.25 billion. The consideration is subject to a collar mechanism, such that if the 10-day volume weighted average price of the BioNTech ADSs ending on the fifth business day prior to the closing of the offer (“VWAP”) exceeds $126.55, the exchange ratio would be 0.04318, and if the VWAP is lower than $84.37, the exchange ratio would be 0.06476. Upon closing of the transaction, CureVac shareholders are expected to own between 4% and 6% of BioNTech. Following the closing of the transaction, CureVac’s operating subsidiary will become a wholly owned subsidiary of BioNTech. As part of this plan, BioNTech will integrate CureVac’s state-of-the-art research and manufacturing site in Tübingen. Following the closing of the exchange offer BioNTech and CureVac will effectuate a corporate reorganization of CureVac and its subsidiaries, resulting in BioNTech owning 100% of CureVac’s business and interests in CureVac and its subsidiaries. As part of this corporate reorganization, CureVac shareholders who do not tender their shares in the exchange offer will receive the same consideration received for each CureVac share tendered in the exchange offer (without interest and subject to applicable withholding taxes).
Certain shareholders of CureVac representing 36.76% of CureVac’s shares, including dievini Hopp BioTech holding GmbH & Co. KG and certain of its affiliates and all members of CureVac’s management and supervisory boards, have entered into tender and support agreements, pursuant to which they have agreed, among other things, and subject to the terms and conditions of such agreements, to tender their shares in the exchange offer and to vote in favor of the resolutions relating to the transaction at the CureVac extraordinary general meeting to be held in connection with the transaction. In addition, the German Federal government has confirmed to generally have a positive view on the transaction. BioNTech therefore assumes that Kreditanstalt für Wiederaufbau – which holds 13.32% of the shares in CureVac on behalf of the Federal Republic of Germany – will support the transaction by tendering its shares in CureVac. As a result, BioNTech expects to have contractual commitments to support the transaction from shareholders of CureVac representing a total of 50.08% of CureVac shares towards the 80% minimum condition required under the exchange offer. Upon termination, the Purchase Agreement provides for the payment of termination compensation to BioNTech by CureVac of $43.75 million and to CureVac by BioNTech of $62.5 million upon termination.
The transaction was unanimously approved by both BioNTech’s and CureVac’s management and supervisory boards and is subject to the satisfaction of customary closing conditions, including a minimum acceptance threshold of at least 80% of CureVac's shares (which threshold may be reduced to 75% unilaterally by BioNTech under certain circumstances) and required antitrust and regulatory approvals. As of October 22, 2025, BioNTech SE commenced its public exchange offer for all outstanding shares of CureVac N.V. The offer will expire on December 3, 2025. As of November 24, 2025, German Federal Cartel Office approved the deal. As of November 25, 2025, CureVac shareholders approved the deal. The transaction is expected to close in 2025. As of December 3, 2024, initial offering period expired and a total of 184,071,410 shares of CureVac, representing approximately 81.74% of CureVac's issued and outstanding shares, were validly tendered. Because the initial offer period was not extended, the subsequent offering period has commenced and will end on December 18, 2025.
Jack Bodner, Paul Claydon, Matthew Gehl, Jenna Wallace, Sibel Yilmaz, James Dean, and Ryan Quillian, Van Ellis, Ansgar Simon, Adem Koyuncu, Gerald Masoudi, and Henning Bloss of Covington & Burling LLP acted as legal advisor for BioNTech SE. Lucina Berger, Georg Frowein, Johannes Ahlswede, Alexander Rang, Caspar Haarmann, Jan Bonhage, Susanne Koch, Sebastian Adam, Matthias Rothkopf and Christian Hoefs of Hengeler Mueller Partnerschaft von Rechtsanwälten mbB acted as legal advisor for BioNTech SE. Michel van Agt, Menno Baks, Louis Lutz and Klaas Wiersma of Loyens & Loeff N.V. acted as legal advisor for BioNTech SE. Holger Hofmeister, Stephan Hutter, Caspar Schmelzer, Lukas Greilich, Johannes Frey, Ulrich Ziegler, Susanne Werry, Thorsten Goetz, Howard Ellin, June Dipchand of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for CureVac N.V. Paul van der Bijl, Stefan Wissing and Nina Kielman of NautaDutilh N.V. acted as legal advisor for CureVac N.V. PJT Partners Inc. acted as exclusive financial advisor for BioNTech SE. Goldman Sachs Bank Europe SE acted as exclusive financial advisor for CureVac N.V. Carsten Berrar and Peter Klormann of Sullivan & Cromwell acted as legal advisor for CureVac N.V. Latham & Watkins represented PJT Partners as financial advisor and Georgeson LLC is the information agent and Computershare Trust Company, N.A. as exchange agent to BioNTech. Gernot Wagner, Yannick Adler, Timo Lockemann, Zgjim Mikullovci and Alexander Kiefner of White & Case LLP acted as legal advisor to Joh. Berenberg, Gossler & Co. KG. in connection with BioNTech SE's (BioNTech) public exchange offer for all outstanding shares in CureVac.
BioNTech SE (NasdaqGS:BNTX) completed the acquisition of CureVac N.V. (NasdaqGM:CVAC) from dievini Hopp BioTech holding GmbH & Co. KG, KfW and others on December 18, 2025. A total of 195,341,219 CureVac shares, collectively representing approximately 86.75% of CureVac’s issued and outstanding shares, were validly tendered in the Offer. BioNTech expects to complete the compulsory acquisition of the remaining CureVac shares in January 2026 as part of the previously announced post-offer reorganization. CureVac shares will no longer be available for trading following the post-offer reorganization.
Following the closing of the acquisition, Ugur Sahin, M.D., Sierk Poetting, Ph.D., and Ramón Zapata-Gomez will constitute the Management Board of CureVac SE as the former members of the CureVac SE Management Board voluntarily resigned from their positions. Computershare Trust Company NA, Asset Management Arm acted as the exchange agent for the Offer.
