On December 3 2025, BioNTech announced that 184,071,410 CureVac shares—representing 81.74 % of CureVac’s issued and outstanding shares—were validly tendered and not withdrawn before the initial offering period expired at 9:00 a.m. Eastern Time. The tender volume satisfies the minimum condition for the exchange offer, allowing the transaction to advance to the post‑offer reorganization phase.
The exchange will convert the tendered CureVac shares into BioNTech American Depositary Shares (ADSs) at a ratio of 0.05363 ADS per CureVac share, based on the volume‑weighted average price of BioNTech ADSs over the 10 trading days ending November 25 2025. Shareholders who do not tender during the initial or subsequent offering periods will receive BioNTech ADSs as part of the reorganization, with fractional ADSs paid in cash. The subsequent offering period will close at 12:01 a.m. Eastern Time on Thursday, December 18 2025, after which the acquisition will be completed.
The deal, valued at approximately $1.25 billion, is a key component of BioNTech’s oncology strategy. By acquiring CureVac, BioNTech will integrate CureVac’s mRNA platform and its Tübingen manufacturing facility, expanding its ability to develop and commercialize mRNA‑based cancer therapies. The transaction also resolves ongoing patent litigation between the two companies, reducing potential royalty costs and legal uncertainty.
CureVac shareholders who tendered their shares will receive BioNTech ADSs; those who do not tender will receive ADSs as part of the reorganization, subject to a 15 % Dutch dividend withholding tax. The approval of the exchange offer by CureVac shareholders—over 99.16 % in favor at the November 25 EGM—demonstrates strong support for the transaction and signals confidence in the combined entity’s future prospects.
BioNTech CEO Ugur Sahin said, “This transaction is another building block in BioNTech’s oncology strategy and an investment in the future of cancer medicine,” underscoring the company’s commitment to expanding its mRNA‑based oncology portfolio.
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