Full Press Release Details
| Page | ||||||
| Article 1 | ||||||
| DEFINITIONS | ||||||
| Section 1.01 | Definitions | 2 | ||||
| Section 1.02 | Other Definitional and Interpretative Provisions | 18 | ||||
| Article 2 | ||||||
| THE OFFER | ||||||
| Section 2.01 | The Offer | 18 | ||||
| Section 2.02 | Company Action | 22 | ||||
| Section 2.03 | Equity Awards | 23 | ||||
| Section 2.04 | Extraordinary General Meeting | 24 | ||||
| Section 2.05 | Directors | 25 | ||||
| Section 2.06 | Further Actions | 27 | ||||
| Section 2.07 | Post-Offer Reorganization | 27 | ||||
| Section 2.08 | Exchange of Company Shares. | 29 | ||||
| Section 2.09 | Adjustments | 31 | ||||
| Section 2.10 | Withholding | 31 | ||||
| Section 2.11 | Transfer Taxes | 31 | ||||
| Article 3 | ||||||
| REPRESENTATIONS AND WARRANTIES OF THE COMPANY | ||||||
| Section 3.01 | Corporate Existence and Power | 32 | ||||
| Section 3.02 | Corporate Authorization | 32 | ||||
| Section 3.03 | Governmental Authorization | 32 | ||||
| Section 3.04 | Non-contravention | 33 | ||||
| Section 3.05 | Capitalization | 33 | ||||
| Section 3.06 | Subsidiaries | 35 | ||||
| Section 3.07 | SEC Filings | 35 | ||||
| Section 3.08 | Financial Statements | 36 | ||||
| Section 3.09 | Internal Controls | 37 | ||||
| Section 3.10 | Disclosure Documents | 37 | ||||
| Section 3.11 | Absence of Certain Changes | 38 | ||||
| Section 3.12 | No Undisclosed Liabilities | 38 | ||||
| Section 3.13 | Compliance with Laws; Regulatory Matters; Healthcare Laws; Subsidies | 39 | ||||
| Section 3.14 | Litigation | 41 | ||||
| Section 3.15 | Properties | 41 | ||||
| Section 3.16 | Intellectual Property; Privacy and Data Protection. | 42 | ||||
| Section 3.17 | Taxes | 46 | ||||
| Section 3.18 | Tax Free Reorganization Matters. | 48 | ||||
| Section 3.19 | Employee Benefit Plans | 48 | ||||
| Section 3.20 | Employee and Labor Matters | 50 | ||||
| Section 3.21 | Environmental Matters | 52 | ||||
| Section 3.22 | Material Contracts | 52 | ||||
| Section 3.23 | Financial Advisor Fees | 55 | ||||
| Section 3.24 | Opinion of Company Financial Advisor | 55 | ||||
| Section 3.25 | Insurance | 55 | ||||
| Section 3.26 | Anti-Takeover Measures | 55 |
| Page | ||||||
| Section 3.27 | Information Supplied | 55 | ||||
| Section 3.28 | Related Party Transactions | 56 | ||||
| Section 3.29 | Rule 14d-10 Matters | 56 | ||||
| Section 3.30 | No Other Representations and Warranties | 56 | ||||
| Article 4 | ||||||
| REPRESENTATIONS AND WARRANTIES OF BUYER | ||||||
| Section 4.01 | Corporate Existence and Power | 57 | ||||
| Section 4.02 | Corporate Authorization | 57 | ||||
| Section 4.03 | Governmental Authorization | 57 | ||||
| Section 4.04 | Non-Contravention | 57 | ||||
| Section 4.05 | Capitalization | 58 | ||||
| Section 4.06 | SEC Filings | 58 | ||||
| Section 4.07 | Financial Statements | 59 | ||||
| Section 4.08 | Internal Controls | 59 | ||||
| Section 4.09 | Disclosure Documents | 60 | ||||
| Section 4.10 | Absence of Certain Changes | 60 | ||||
| Section 4.11 | No Undisclosed Liabilities | 60 | ||||
| Section 4.12 | Litigation | 61 | ||||
| Section 4.13 | Ownership of Company Shares; Investment | 61 | ||||
| Section 4.14 | Tax-Free Reorganization Matters. | 61 | ||||
| Section 4.15 | Absence of Certain Agreements | 61 | ||||
| Section 4.16 | No Other Representations and Warranties | 61 | ||||
| Article 5 | ||||||
| COVENANTS OF THE COMPANY | ||||||
| Section 5.01 | Conduct of the Company | 62 | ||||
| Section 5.02 | Access to Information | 66 | ||||
| Section 5.03 | No Solicitation; Adverse Recommendation Change | 67 | ||||
| Section 5.04 | Compensation Arrangements | 70 | ||||
| Section 5.05 | Delisting; Deregistration | 70 | ||||
| Section 5.06 | Anti-Takeover Measures | 70 | ||||
| Section 5.07 | Internal Controls Remediation Actions | 70 | ||||
| Section 5.08 | Tax Matters | 70 | ||||
| Article 6 | ||||||
| COVENANTS OF BUYER | ||||||
| Section 6.01 | Director and Officer Liability | 71 | ||||
| Section 6.02 | Employee Matters | 72 | ||||
| Section 6.03 | Stock Exchange Listing | 73 | ||||
| Section 6.04 | Conduct of Buyer | 73 | ||||
| Section 6.05 | Tax Matters | 74 | ||||
| Article 7 | ||||||
| COVENANTS OF THE PARTIES | ||||||
| Section 7.01 | Regulatory Approvals; Efforts | 74 | ||||
| Section 7.02 | Certain Filings | 76 |
| Page | ||||||
| Section 7.03 | Further Assurances | 76 | ||||
| Section 7.04 | Public Announcements | 77 | ||||
| Section 7.05 | Notices of Certain Events | 77 | ||||
| Section 7.06 | Litigation | 78 | ||||
| Section 7.07 | Business Continuity | 78 | ||||
| Section 7.08 | Tax Free Reorganization Matters | 78 | ||||
| Article 8 | ||||||
| TERMINATION | ||||||
| Section 8.01 | Termination | 79 | ||||
| Section 8.02 | Effect of Termination | 80 | ||||
| Section 8.03 | Expenses; Termination Compensation | 81 | ||||
| Section 8.04 | Buyer Termination Compensation | 81 | ||||
| Article 9 | ||||||
| MISCELLANEOUS | ||||||
| Section 9.01 | Notices | 83 | ||||
| Section 9.02 | Non-Survival of Representations and Warranties; Survival of Certain Covenants and Agreements | 84 | ||||
| Section 9.03 | Amendments and Waivers | 84 | ||||
| Section 9.04 | Rules of Construction | 84 | ||||
| Section 9.05 | Assignment | 84 | ||||
| Section 9.06 | Governing Law | 85 | ||||
| Section 9.07 | Dispute Resolution | 85 | ||||
| Section 9.08 | Counterparts; Electronic Delivery; Effectiveness | 86 | ||||
| Section 9.09 | Entire Agreement; No Third-Party Beneficiaries | 86 | ||||
| Section 9.10 | Severability | 86 | ||||
| Section 9.11 | Specific Performance | 87 |
| Annex I Offer Conditions |
| Exhibit A Form of Legal Downstream Merger Deed |
| Exhibits B-1 and B-2 Form of Legal Downstream Merger Proposal and Notes |
| Exhibit C Form of Post-Downstream Merger Share Sale Agreement |
This PURCHASE AGREEMENT (this Agreement ) dated as of June 12, 2025, by and between BioNTech SE, a European stock
corporation (Societas Europaea) organized under the Laws of Germany and the European Union registered with the commercial register at the district court of Mainz under HRB 48720 ( Buyer ), and CureVac N.V., a
public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands, having its registered office (statutaire zetel) in Amsterdam, The Netherlands, registered with the Dutch trade registered under
number 77798031 (the Company ).
WHEREAS, Buyer desires to acquire the Company on the terms and subject to the conditions set forth in this Agreement;
WHEREAS, the management board of the Company (the Management Board ) and the supervisory board of the Company (the
Supervisory Board and together with the Management Board, the Company Boards ) have (i) determined that, on the terms and subject to the conditions set forth in this Agreement, this Agreement and the Signing
Transactions, are in the best interest of the Company and the sustainable success of its business, having considered the interest of its shareholders, employees and other relevant stakeholders, (ii) approved the terms and conditions of this
Agreement and the Signing Transactions and the execution, delivery and performance of the Company s obligations under this Agreement and (iii) unanimously resolved, on the terms and subject to the conditions set forth in this Agreement, to
support the Offer, to recommend acceptance of the Offer by the shareholders of the Company and to recommend approval and adoption of the resolutions set forth in Section 2.04(a);
WHEREAS, the management board and the supervisory board of Buyer have each unanimously determined that, on the terms and subject to the
conditions set forth in this Agreement, this Agreement and the Transactions are in the best interests of Buyer and all of its stakeholders and have approved the execution, delivery and performance of this Agreement and the consummation of the
WHEREAS, Buyer shall commence an exchange offer (as it may be amended from time to time as permitted by this Agreement, the
Offer ) to purchase any (subject to the Minimum Condition) and all of the ordinary shares, par value 0.12 per share, of the Company (collectively, the Company Shares ) for the consideration and upon the
terms and subject to the conditions set forth herein;
WHEREAS, concurrently with the execution and delivery of this Agreement, and as a
condition of and inducement to Buyer s willingness to enter into this Agreement, certain shareholders of the Company are executing and delivering tender and support agreements to the Buyer pursuant to which those shareholders, among other
things, agree with the Buyer to tender all Company Shares beneficially owned by them or their controlled Affiliates to Buyer in response to the Offer (together with any similar agreements that may be signed after the date of this Agreement, the
Tender and Support Agreements );
WHEREAS, each of the parties intends that, for U.S. federal income tax purposes, the
Offer, taken together with the Legal Downstream Merger, the Post-Downstream Merger Share Sale, the Cancellation, and the New Topco U.S. Tax Election, will qualify as one or more reorganizations within the meaning of Section 368(a)
of the Code and the Treasury Regulations, and this Agreement is intended to constitute a plan of reorganization within the meaning of Section 368 of the Code and the Treasury Regulations; and
WHEREAS, Buyer and the Company desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties,
covenants and agreements contained in this Agreement, the Parties agree as follows:
Section 1.01 Definitions. As used in this Agreement, the following terms have the following meanings:
1933 Act means the United States Securities Act of 1933, as amended.
1934 Act means the United States Securities Exchange Act of 1934, as amended.
Acceptable Confidentiality Agreement shall have the meaning set forth in Section 5.03(b)(i).
Acceptance Time shall have the meaning set forth in Section 2.01(b).
Action means any litigation, action, claim, complaint, investigation, suit, hearing, arbitration, mediation, interference,
cancellation, opposition, reexamination or other proceeding (public or private) by or before, or otherwise involving, any Governmental Authority.
Adverse Recommendation Change shall have the meaning set forth in Section 5.03(d)(i).
Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or
under common control with such Person. For purposes of this definition, the term control (including the correlative terms controlling, controlled by and under common control with ) means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
Affiliate Agreement shall have the meaning set forth in Section 3.28.
Aggregate Withholding Amount shall have the meaning set forth in Section 2.08(i).
Agreement shall have the meaning set forth in the Preamble.
Alternative Acquisition Agreement shall have the meaning set forth in Section 5.03(d).
Alternative Acquisition Proposal means any inquiry, proposal, indication of interest or offer from any Person or group of
Persons (or the shareholders of any Person) other than Buyer and its Subsidiaries and Affiliates (such Person or group (or such shareholders), a Company Third Party ) relating to, or that would reasonably be expected to lead to:
(i) a transaction or series of transactions pursuant to which any Company Third Party acquires or would acquire, directly or indirectly, beneficial ownership (as defined in Rule 13d-3 under the 1934
Act) of more than twenty percent (20%) of the outstanding Company Shares or other equity securities of the Company (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing more
than twenty percent (20%) of the voting power of the Company, including pursuant to a stock purchase, merger, consolidation, tender offer, share exchange or other transaction involving the Company or any of its Subsidiaries; (ii) any
transaction or series of transactions pursuant to which any Company Third Party acquires or would acquire, directly or indirectly, control of assets (including for this purpose the outstanding equity securities of Subsidiaries of the Company and any
entity surviving any merger or combination including any of them) of the Company or its Subsidiaries representing more than twenty percent (20%) of the revenues, net income or assets (in each case, on a consolidated basis) of the Company and its
Subsidiaries, taken as a whole; or (iii) any disposition of assets representing more than twenty percent (20%) of the revenues, net income or assets (in each case, on a consolidated basis) of the Company and its Subsidiaries, taken as a whole.
Anti-Corruption Laws means any applicable Law relating to corruption,
bribery, ethical business conduct, fraud, money laundering, political contributions, gifts and gratuities, or improper payments, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, U.K. Bribery Act 2010, and Laws
implementing the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
Anti-Takeover Measure shall have the meaning set forth in Section 3.26.
Antitrust Investigation shall have the meaning set forth in Section 7.01(d).
Antitrust Laws means the HSR Act, the Sherman Act, the Clayton Act, the Federal Trade Commission Act and any other
applicable Laws relating to antitrust or competition regulation that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or
BaFin means the German Federal Financial Supervisory Authority (Bundesanstalt f r.
Finanzdienstleistungsaufsicht).
Business Day means a day, other than Saturday, Sunday or other day on which
commercial banks in Mainz and T bingen, Germany, Amsterdam, The Netherlands, New York, New York, United States or London, United Kingdom are authorized or required by applicable Law to close.
Buyer shall have the meaning set forth in the Preamble.
Buyer ADS shall have the meaning set forth in Section 2.01(a).
Buyer ADS VWAP means the volume-weighted average share price per Buyer ADS taken to four decimal places over the period of
ten (10) consecutive trading days concluding with the market closing trade on Nasdaq on the fifth (5th) trading day immediately preceding the Expiration Time, as calculated by Bloomberg
Financial LP under the function VWAP (or, if not available, in another authoritative source mutually selected by the Company and Buyer).
Buyer ADSs Sale shall have the meaning set forth in Section 2.08(i).
Buyer Balance Sheet means the consolidated balance sheet of Buyer as of December 31, 2024, and the notes thereto set
forth in the Form 20-F of Buyer filed with the SEC on March 10, 2025.
Equity Plan means each of the Buyer s 2024 Non-North America Employee Participation Plan, 2024 North America Employee Participation Plan, 2020 Employee Equity Plan and 2020 Restricted Stock Unit
Plan for North America Employees.
Buyer Letter means the letter, dated the date of this Agreement, regarding this
Agreement that has been provided by the Buyer to the Company concurrently with the execution of this Agreement.
Adverse Effect means any fact, change, event, development, occurrence or effect (each, an Effect ) that, individually or in the aggregate, (i) materially adversely affects, or would reasonably be expected to
materially adversely affect, the business, assets, results of operations or condition (financial or otherwise) of Buyer and its Subsidiaries, taken as a whole, or (ii) prevents or materially impairs the ability of Buyer to consummate the
Transactions; provided, that, subject to the next occurring proviso in this definition, no Effect relating to or arising after the date of this Agreement from any of the following shall be taken into account in determining whether there has
been, or would reasonably be expected to be, a Buyer Material Adverse Effect pursuant to subsection (i) of this definition: (A) general economic conditions (or changes in such conditions) in
Germany, the United States, The Netherlands or any other country or region in the world in which Buyer or any of its Subsidiaries conduct business; (B) changes in any financial, debt,
credit, capital, banking or securities markets or conditions in which Buyer or any of its Subsidiaries conduct business; (C) changes in interest, currency or exchange rates or in the price of any commodity, security or market index;
(D) changes after the date of this Agreement in applicable Law (or the enforcement or interpretation thereof), tariffs issued by any Governmental Authority after the date of this Agreement, changes after the date of this Agreement in IFRS or
other applicable accounting standards (or the interpretation thereof), and changes after the date of this Agreement in stock exchange rules or listing standards (or the enforcement or interpretation thereof); (E) changes in the industries in
which Buyer or its Subsidiaries operate; (F) any change in the market price, trading volume or ratings of any securities or indebtedness of Buyer or any of its Subsidiaries, any change or prospective change of the ratings or the ratings outlook
for Buyer or any of its Subsidiaries by any applicable rating agency and the consequences of such ratings or outlook decrease, or the change in, or failure of Buyer to meet, or the publication of any report regarding, any internal or public
projections, forecasts, guidance, budgets, predictions or estimates of or relating to Buyer or any of its Subsidiaries (it being understood that the underlying facts and circumstances giving rise to any such change or failure may, if they are not
otherwise excluded from the definition of Buyer Material Adverse Effect, be deemed to constitute and may be taken into account in determining whether a Buyer Material Adverse Effect has occurred or will occur); (G) the continuation, occurrence,
escalation, outbreak or worsening of any civil unrest, protests and public demonstrations, cyberattacks, hostilities, war, police action, acts of terrorism, sabotage or military conflicts, whether or not pursuant to the declaration of an emergency
or war; (H) the execution and delivery of this Agreement or the announcement or pendency of the Transactions (including by reason of the identity of the Company), including any disruption in supplier, distributor, customer, partner, licensing
or similar relationships or any loss of employees, provided, that the exception in this clause (H) shall not apply for purposes of the representations and warranties in Section 4.04; (I) the existence,
occurrence or continuation of any force majeure events, including any earthquakes, floods, hurricanes, tropical storms, fires or other natural or manmade disasters, any epidemic, pandemic or other similar outbreak (including any non-human epidemic, pandemic or other similar outbreak) or any other national, international or regional calamity; (J) any Action brought or threatened by shareholders of Buyer (whether on behalf of Buyer or
otherwise) asserting allegations of breach of fiduciary duty relating to this Agreement or violations of securities Laws in connection with the Offer Documents; (K) any action expressly required to be taken pursuant to this Agreement, or any
action taken at the express written direction of the Company; or (L) any ongoing litigation between the Company and Buyer, including any potential dismissal or mutually agreed settlement thereof; provided, further, that with
respect to subclauses (A), (B), (C), (D), (E), (G) and (I), if such Effect disproportionately affects Buyer and its Subsidiaries, taken as a whole, compared to other
companies operating in the same industry and market as the Buyer and its Subsidiaries, then, only such incremental disproportionate impact or impacts shall be taken into account in determining whether there has been, or would reasonably be expected
to be, a Buyer Material Adverse Effect.
Buyer Option means an option to acquire Buyer ADSs granted by the Buyer.
Buyer Organizational Documents means the articles of association (Satzung) and bylaws
(Gesch ftsordnungen), or equivalent organizational documents, of the Buyer and its Subsidiaries as amended and in effect on the date of this Agreement.
Buyer PSU means a restricted stock unit issued by the Buyer pursuant to a Buyer Equity Plan that vests in whole or in part