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Financial Information
Pro Forma Financial Information
| Unaudited Pro Forma Condensed Combined Financial Information | 3 | |||
| Unaudited Pro Forma Condensed Combined Statement of Operations | 5 | |||
| Unaudited Pro Forma Condensed Combined Statement of Operations | 6 | |||
| Notes to Unaudited Pro Forma Condensed Combined Financial Information | 7 | |||
| 1 Basis of preparation | 7 | |||
| 2 Accounting policy conformity changes | 7 | |||
| 3 Foreign currency adjustments | 8 | |||
| 4 Financing transaction | 8 | |||
| 5 Pro forma adjustments | 8 |
Unaudited Pro Forma Condensed Combined Financial Information
On May 6, 2020 BioNTech SE ( BioNTech ) acquired Neon Therapeutics, Inc., Cambridge, Massachusetts, United States ( Neon ; formerly
Nasdaq: NTGN), a biotechnology company developing novel neoantigen-based T-cell therapies ( the Merger ). Through the acquisition, BioNTech will be able to leverage Neon s expertise in the
development of neoantigen therapies, with both vaccine and T cell capabilities. Under the merger agreement by and among BioNTech, Neon and BioNTech s wholly owned subsidiary, Endor Lights, Inc., New York, United States, Endor Lights, Inc.
merged with and into Neon. The new subsidiary operates under the name BioNTech US Inc., a wholly owned subsidiary of BioNTech SE, and serves as BioNTech s headquarters in the United States. Based on the acquisition date share price, the
aggregate value of the merger consideration was k 89,890 (k$97,144) financed by issuing 1,935,488 American Depositary Shares representing BioNTech s ordinary shares as a stock transaction and including a de minimis cash consideration which
was paid to settle Neon s outstanding stock options.
The following unaudited pro forma condensed combined financial information are based on
BioNTech s historical consolidated financial statements prepared in accordance with International Financial Reporting Standards as issued by the IASB, or IFRS, and Neon s historical consolidated financial statements as adjusted to give
effect to BioNTech s acquisition of Neon. Prior to the acquisition, Neon prepared its financial statements in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and used U.S. dollars as its reporting currency;
consequently, adjustments have been made to convert Neon s financial statements to IFRS and its reporting currency to Euros. Please see Notes 2 and 3 to the unaudited pro forma condensed combined financial information for a discussion of the
adjustments made to convert Neon s financial information from U.S. GAAP to IFRS.
The unaudited pro forma condensed combined statements of operations
for the year ended December 31, 2019 and the six months ended June 30, 2020 give effect to this transaction as if it had occurred on January 1, 2019. Neon s pre-acquisition interim
operating results cover the stub period through May 5, 2020. From the date of acquisition on, Neon s financial information is prepared under IFRS and included in the unaudited interim condensed consolidated financial statements of BioNTech
SE and its subsidiaries. Accordingly, the transaction is already reflected in the interim condensed consolidated statement of financial position as of June 30, 2020.
The unaudited pro forma condensed combined financial information is based on the provisional fair values and values in accordance with IFRS 3 of the
identifiable net assets of Neon as at the date of acquisition as they were presented within BioNTech s unaudited interim condensed consolidated financial statements and related notes as of and for the three and six months ended June 30,
As indicated in Note 5 to the unaudited pro forma condensed combined financial information, BioNTech has adjusted the historical financial
information of BioNTech and Neon to eliminate nonrecurring charges that are directly attributable to the transaction.
Additionally, as indicated in Note
2 to the unaudited pro forma condensed combined financial information, estimated effects related to the application of IFRS for the year ended 2019 and the stub period ended May 5, 2020 have been based on approximate assessments and as
indicated in Note 3 to the unaudited pro forma condensed consolidated financial information, the reporting currency has been applied based on a simplified method. Actual results of a combined entity might differ materially from this unaudited pro
forma condensed combined financial information.
The assumptions and estimates underlying the unaudited adjustments to the pro forma condensed combined
financial information are described in the accompanying notes, which should be read together with the pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information should be read together with:
The unaudited pro forma condensed combined financial information do not include the realization of any future cost savings or synergies that are expected to
result from the Merger.
The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the
consolidated results of operations and financial condition of the consolidated company that would have been reported had the acquisition been completed as of the dates presented, and should not be taken as being representative of the future
consolidated results of operations or financial condition of the consolidated company.
Condensed Combined Statement of Operations
For the year ended December 31, 2019
(in thousands, except for per share information)
| BioNTech SE Historical IFRS EUR | NEON THERAPEUTICS Inc. Historical USGAAP USD | NEON THERAPEUTICS Inc. Historical USGAAP EUR 1 | NEON THERAPEUTICS Inc. IFRS Adjustments EUR 1 | Pro Forma Adjustments EUR 1 | Notes | Pro Forma Combined EUR 1 | ||||||||||||||||||||
| Revenue | 108,589 | 108,589 | ||||||||||||||||||||||||
| Cost of sales | (17,361 | ) | (17,361 | ) | ||||||||||||||||||||||
| Research and development expenses | (226,466 | ) | (59,718 | ) | (53,768 | ) | (226 | ) | (1,132 | ) | 2 a), 2 b), 5 a) | (281,592 | ) | |||||||||||||
| Sales and marketing expenses | (2,718 | ) | (2,718 | ) | ||||||||||||||||||||||
| General and administrative expense | (45,547 | ) | (21,420 | ) | (19,286 | ) | (715 | ) | 2 a), 2 b) | (65,548 | ) | |||||||||||||||
| Other operating income | 2,724 | 2,724 | ||||||||||||||||||||||||
| Other operating expenses | (739 | ) | (739 | ) | ||||||||||||||||||||||
| Operating loss | (181,518 | ) | (81,138 | ) | (73,054 | ) | (941 | ) | (1,132 | ) | (256,645 | ) | ||||||||||||||
| Finance income, net | 2,078 | 1,401 | 1,261 | (660 | ) | 2 a) | 2,679 | |||||||||||||||||||
| Other expenses | (39 | ) | (35 | ) | (35 | ) | ||||||||||||||||||||
| Loss before tax | (179,440 | ) | (79,776 | ) | (71,828 | ) | (1,601 | ) | (1,132 | ) | (254,001 | ) | ||||||||||||||
| Income taxes | 268 | 268 | ||||||||||||||||||||||||
| Loss for the period | (179,172 | ) | (79,776 | ) | (71,828 | ) | (1,601 | ) | (1,132 | ) | (253,733 | ) | ||||||||||||||
| Loss for the period attributable to non-controlling | (116 | ) | (116 | ) | ||||||||||||||||||||||
| Net loss attributable to common stockholders | (179,056 | ) | (79,776 | ) | (71,828 | ) | (1,601 | ) | (1,132 | ) | (253,617 | ) | ||||||||||||||
| Basic and diluted loss per share | (0.85 | ) | (1.19 | ) | ||||||||||||||||||||||
| Weighted-average shares | 211,499 | 1,935 | 213,434 |
Condensed Combined Statement of Operations
For the six months ended June 30, 2020
(in thousands, except for per share information)
| BioNTech SE Historical IFRS EUR | NEON THERAPEUTICS Inc. Stub Period Historical U.S. GAAP USD | NEON THERAPEUTICS Inc. Stub Period Historical U.S. GAAP EUR 1 | NEON THERAPEUTICS Inc. IFRS Adjustments for Stub Period EUR 1 | Pro Forma Adjustments EUR 1 | Notes | Pro Forma Combined EUR 1 | ||||||||||||||||||||
| Revenue | 69,425 | 69,425 | ||||||||||||||||||||||||
| Cost of sales | (11,504 | ) | (11,504 | ) | ||||||||||||||||||||||
| Research and development expenses | (160,311 | ) | (15,439 | ) | (14,063 | ) | 533 | 3,443 | 2 a), 2 b), 5a), 5 b), 5 c) | (170,398 | ) | |||||||||||||||
| Sales and marketing expenses | (3,540 | ) | (3,540 | ) | ||||||||||||||||||||||
| General and administrative expense | (34,628 | ) | (18,983 | ) | (17,290 | ) | 710 | 13,443 | 2 a), 2 b), 5 b), 5 c) | (37,765 | ) | |||||||||||||||
| Other operating income | 1,198 | 1,198 | ||||||||||||||||||||||||
| Other operating expenses | (859 | ) | (859 | ) | ||||||||||||||||||||||
| Operating loss | (140,219 | ) | (34,422 | ) | (31,353 | ) | 1,243 | 16,886 | (153,443 | ) | ||||||||||||||||
| Finance income, net | (3,661 | ) | 69 | 63 | (225 | ) | 2 a) | (3,823 | ) | |||||||||||||||||
| Other expenses | ||||||||||||||||||||||||||
| Loss before tax | (143,880 | ) | (34,353 | ) | (31,290 | ) | 1,018 | 16,886 | (157,266 | ) | ||||||||||||||||
| Income taxes | 2,198 | 2,198 | ||||||||||||||||||||||||
| Net loss attributable to common stockholders | (141,682 | ) | (34,353 | ) | (31,290 | ) | 1,018 | 16,886 | (155,068 | ) | ||||||||||||||||
| Basic and diluted loss per share | (0.62 | ) | (0.68 | ) | ||||||||||||||||||||||
| Weighted-average shares | 227,072 | 1,935 | 229,007 |
Notes to Unaudited Pro Forma Condensed Combined Financial Information
The historical consolidated financial statements of BioNTech and Neon have been adjusted in the unaudited pro forma condensed combined financial information to
give effect to pro forma events that are (1) directly attributable to the business combination, (2) factually supportable and (3) expected to have a continuing impact on the combined results following the business combination. The
business combination was accounted for under the acquisition method of accounting in accordance with IFRS 3, Business Combinations. As the acquirer for accounting purposes, within its unaudited interim condensed consolidated financial statements and
related notes as of and for the three and six months ended June 30, 2020, BioNTech has identified provisional fair values and values in accordance with IFRS 3 of the identifiable net assets of Neon as at the date of acquisition. In
addition, BioNTech has performed an approximate conversion to conform the U.S. GAAP accounting policies of Neon to its own accounting policies under IFRS.
The historical financial information of Neon was prepared in accordance with U.S. GAAP. The following approximate adjustments convert Neon s financial
information from U.S. GAAP to IFRS and align Neon s accounting policies to those applied by BioNTech.
The historical consolidated financial statements of Neon were presented in U.S. dollars. The historical financial information was translated from U.S. dollars
to Euro using the following historical exchange rates:
| $ / | ||||
| Average exchange rate for the year ended December 31, 2019 | 1.11 | |||
| Average exchange rate for the stub period from January 1, 2020 through May 5, 2020 | 1.10 | |||
| Exchange rate as of closing | 1.08 |
Financing Transaction
BioNTech completed the acquisition
of Neon for 0.063 new ADSs representing new ordinary shares of BioNTech in exchange for each outstanding share of Neon common stock and settled Neon s outstanding stock options in cash.
Provisional Purchase Price Allocation
values and values in accordance with IFRS 3 of the identifiable net assets of BioNTech US Inc. as at the date of acquisition are presented within BioNTech s unaudited interim condensed consolidated financial statements and related notes as of
and for the three and six months ended June 30, 2020.
These provisional results have been used to prepare pro forma adjustments in the unaudited pro
forma condensed combined statements of operations. During the measurement period, further considerations will be made especially with respect to the recoverability of tax losses carried forward. This will potentially have an impact on the
identifiable net assets and the respective goodwill.
The pro forma adjustments are based on BioNTech s approximate estimates and assumptions. The following adjustments have been reflected in the unaudited
pro forma condensed combined financial information: