Full Press Release Details
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UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Interim Condensed Consolidated Statements of Profit or Loss | 1 | |
| Interim Condensed Consolidated Statements of Comprehensive Income | 2 | |
| Interim Condensed Consolidated Statements of Financial Position | 3 | |
| Interim Condensed Consolidated Statements of Changes in Stockholders' Equity | 4 | |
| Interim Condensed Consolidated Statements of Cash Flows | 5 | |
| Selected Explanatory Notes to the Unaudited Interim Condensed Consolidated Financial Statements | 6 | |
| 1 | Corporate Information | 6 |
| 2 | Basis of Preparation, Significant Accounting Policies | 6 |
| 3 | Revenues from Contracts with Customers | 8 |
| 4 | Income and Expenses | 9 |
| 5 | Business Combination | 11 |
| 6 | I ncome Tax es | 13 |
| 7 | Financial Assets and Financial Liabilities | 15 |
| 8 | Issued Capital and Reserves | 19 |
| 9 | Provisions | 19 |
| 10 | Contingen t Liabilities | 19 |
| 11 | Related Party Disclosures | 27 |
| 12 | Events after the Reporting Period | 28 |
OPERATING AND FINANCIAL REVIEW
| Operating Results | 29 |
| Liquidity and Capital Resources | 57 |
| Risk Factors | 61 |
Unaudited Interim Condensed Consolidated Financial Statements
Interim Condensed Consolidated Statements of Profit or Loss
| Three months ended March 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| (in millions , except per share data) | Note | (unaudited) | (unaudited) | |||||||||||||
| Revenues | 3 | 182.8 | 187.6 | |||||||||||||
| Cost of sales | 4.1 | (83.8) | (59.1) | |||||||||||||
| Research and development expenses | 4.1 | (525.6) | (507.5) | |||||||||||||
| Sales and marketing expenses | (13.7) | (15.6) | ||||||||||||||
| General and administrative expenses | 4.1 | (106.9) | (117.0) | |||||||||||||
| Other operating expenses | 4.2 | (48.5) | (23.9) | |||||||||||||
| Other operating income | 4.2 | 61.6 | 28.3 | |||||||||||||
| Operating loss | (534.1) | (507.2) | ||||||||||||||
| Finance income | 4.3 | 122.6 | 180.1 | |||||||||||||
| Finance expenses | 4.3 | (33.9) | (4.7) | |||||||||||||
| Loss before tax | (445.4) | (331.8) | ||||||||||||||
| Income taxes | 6 | 29.6 | 16.7 | |||||||||||||
| Net loss | (415.8) | (315.1) | ||||||||||||||
| Loss per share | ||||||||||||||||
| Basic and diluted loss per share | (1.73) | (1.31) |
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements.
Interim Condensed Consolidated Statements of
Comprehensive Income
| Three months ended March 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| (in millions ) | Note | (unaudited) | (unaudited) | |||||||||||||
| Net loss | (415.8) | (315.1) | ||||||||||||||
| Other comprehensive income | ||||||||||||||||
| Other comprehensive income that may be reclassified to profit or loss in subsequent periods, net of tax | ||||||||||||||||
| Exchange differences on translation of foreign operations | (30.9) | 15.4 | ||||||||||||||
| Net other comprehensive income (loss) that may be reclassified to profit or loss in subsequent periods | (30.9) | 15.4 | ||||||||||||||
| Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods, net of tax | ||||||||||||||||
| Net gain (loss) on equity instruments designated at fair value through other comprehensive income | 7 | (32.1) | 6.9 | |||||||||||||
| Net other comprehensive income (loss) that will not be reclassified to profit or loss in subsequent periods | (32.1) | 6.9 | ||||||||||||||
| Other comprehensive income (loss), net of tax | (63.0) | 22.3 | ||||||||||||||
| Comprehensive loss, net of tax | (478.8) | (292.8) |
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements.
Interim Condensed Consolidated Statements of Financial Position
| March 31, | December 31, | ||||||||
| (in millions ) | 2025 | 2024 | |||||||
| Assets | Note | (unaudited) | |||||||
| Non-current assets | |||||||||
| Goodwill | 375.9 | 380.6 | |||||||
| Other intangible assets | 5 | 1,511.2 | 790.4 | ||||||
| Property, plant and equipment | 1,026.1 | 935.3 | |||||||
| Right-of-use assets | 241.9 | 248.1 | |||||||
| Contract assets | 7.9 | 9.8 | |||||||
| Other financial assets | 7 | 2,285.8 | 1,254.0 | ||||||
| Other non-financial assets | 22.6 | 26.3 | |||||||
| Deferred tax assets | 6 | 85.5 | 81.7 | ||||||
| Total non-current assets | 5,556.9 | 3,726.2 | |||||||
| Current assets | |||||||||
| Inventories | 254.4 | 283.3 | |||||||
| Trade and other receivables | 7 | 956.5 | 1,463.9 | ||||||
| Contract assets | 10.0 | 10.0 | |||||||
| Other financial assets | 7 | 3,924.9 | 7,021.7 | ||||||
| Other non-financial assets | 234.3 | 212.7 | |||||||
| Income tax assets | 6 | 60.5 | 50.0 | ||||||
| Cash and cash equivalents | 10,184.9 | 9,761.9 | |||||||
| Total current assets | 15,625.5 | 18,803.5 | |||||||
| Total assets | 21,182.4 | 22,529.7 | |||||||
| Equity and liabilities | |||||||||
| Equity | |||||||||
| Share capital | 8 | 248.6 | 248.6 | ||||||
| Capital reserve | 1,447.4 | 1,398.6 | |||||||
| Treasury shares | (8.2) | (8.6) | |||||||
| Retained earnings | 18,682.2 | 19,098.0 | |||||||
| Other reserves | (1,443.4) | (1,325.5) | |||||||
| Total equity | 18,926.6 | 19,411.1 | |||||||
| Non-current liabilities | |||||||||
| Lease liabilities, loans and borrowings | 7 | 237.5 | 214.7 | ||||||
| Other financial liabilities | 7 | 150.9 | 46.9 | ||||||
| Provisions | 9 | 20.8 | 20.9 | ||||||
| Contract liabilities | 182.9 | 183.0 | |||||||
| Other non-financial liabilities | 85.1 | 87.5 | |||||||
| Deferred tax liabilities | 6 | 44.1 | 42.4 | ||||||
| Total non-current liabilities | 721.3 | 595.4 | |||||||
| Current liabilities | |||||||||
| Lease liabilities, loans and borrowings | 7 | 55.5 | 39.5 | ||||||
| Trade payables and other payables | 7 | 443.8 | 426.7 | ||||||
| Other financial liabilities | 7 | 443.4 | 1,443.4 | ||||||
| Income tax liabilities | 6 | 5.4 | 4.5 | ||||||
| Provisions | 9 | 121.9 | 144.8 | ||||||
| Contract liabilities | 294.5 | 294.9 | |||||||
| Other non-financial liabilities | 170.0 | 169.4 | |||||||
| Total current liabilities | 1,534.5 | 2,523.2 | |||||||
| Total liabilities | 2,255.8 | 3,118.6 | |||||||
| Total equity and liabilities | 21,182.4 | 22,529.7 |
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements.
Interim Condensed Consolidated Statements of Changes in Stockholders' Equity
| Equity attributable to equity holders of the parent | ||||||||||||||||||||
| (in millions ) | Note | Share capital | Capital reserve | Treasury shares | Retained earnings | Other reserves | Total equity | |||||||||||||
| As of January 1, 2024 | 248.6 | 1,229.4 | (10.8) | 19,763.3 | (984.6) | 20,245.9 | ||||||||||||||
| Net loss | - | - | - | (315.1) | - | (315.1) | ||||||||||||||
| Other comprehensive income | - | - | - | - | 22.3 | 22.3 | ||||||||||||||
| Total comprehensive income (loss) | - | - | - | (315.1) | 22.3 | (292.8) | ||||||||||||||
| Share-based payments | - | (0.5) | - | - | 15.6 | 15.1 | ||||||||||||||
| As of March 31, 2024 | 248.6 | 1,228.9 | (10.8) | 19,448.2 | (946.7) | 19,968.2 | ||||||||||||||
| As of January 1, 2025 | 248.6 | 1,398.6 | (8.6) | 19,098.0 | (1,325.5) | 19,411.1 | ||||||||||||||
| Net loss | - | - | - | (415.8) | - | (415.8) | ||||||||||||||
| Other comprehensive loss | - | - | - | - | (63.0) | (63.0) | ||||||||||||||
| Total comprehensive loss | - | - | - | (415.8) | (63.0) | (478.8) | ||||||||||||||
| Share-based payments | 5 | - | 48.8 | 0.4 | - | (54.9) | (5.7) | |||||||||||||
| As of March 31, 2025 | 248.6 | 1,447.4 | (8.2) | 18,682.2 | (1,443.4) | 18,926.6 |
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements.
Interim Condensed Consolidated Statements of Cash Flows
| Three months ended March 31, | |||||||||||||
| 2025 | 2024 | ||||||||||||
| (in millions ) | (unaudited) | (unaudited) | |||||||||||
| Operating activities | |||||||||||||
| Net loss | (415.8) | (315.1) | |||||||||||
| Income taxes | (29.6) | (16.7) | |||||||||||
| Loss before tax | (445.4) | (331.8) | |||||||||||
| Adjustments to reconcile profit before tax to net cash flows | |||||||||||||
| Depreciation and amortization of property, plant, equipment, intangible assets and right-of-use assets | 42.8 | 38.3 | |||||||||||
| Share-based payment expenses | 22.1 | 16.3 | |||||||||||
| Net foreign exchange differences | 48.3 | (28.7) | |||||||||||
| (Gain) Loss on disposal of property, plant and equipment | (0.1) | - | |||||||||||
| Finance income excluding foreign exchange differences | (122.6) | (174.9) | |||||||||||
| Finance expense excluding foreign exchange differences | 7.9 | 4.7 | |||||||||||
| Government grants | (14.5) | (9.1) | |||||||||||
| Other non-cash (income) loss | (14.3) | - | |||||||||||
| Unrealized (gain) loss on derivative instruments at fair value through profit or loss | (11.3) | 1.7 | |||||||||||
| Working capital adjustments | |||||||||||||
| Decrease in trade and other receivables, contract assets and other assets | 520.7 | 498.2 | |||||||||||
| Decrease in inventories | 33.8 | 12.3 | |||||||||||
| Decrease in trade payables, other financial liabilities, other liabilities, contract liabilities, refund liabilities and provisions | (971.0) | (288.0) | |||||||||||
| Interest received and realized gains from cash and cash equivalents | 118.6 | 199.4 | |||||||||||
| Interest paid and realized losses from cash and cash equivalents | (3.1) | (3.7) | |||||||||||
| Income tax paid | (12.2) | (258.8) | |||||||||||
| Share-based payments | (3.6) | (2.4) | |||||||||||
| Government grants received | 23.2 | 9.2 | |||||||||||
| Net cash flows used in operating activities | (780.7) | (317.3) | |||||||||||
| Investing activities | |||||||||||||
| Purchase of property, plant and equipment | (48.9) | (58.5) | |||||||||||
| Proceeds from sale of property, plant and equipment | 0.5 | - | |||||||||||
| Purchase of intangible assets and right-of-use assets | (569.2) | (78.4) | |||||||||||
| Acquisition of subsidiaries and businesses, net of cash acquired | (78.5) | - | |||||||||||
| Investment in other financial assets | (2,507.7) | (4,895.1) | |||||||||||
| Proceeds from maturity of other financial assets | 4,450.6 | 2,727.6 | |||||||||||
| Net cash flows from (used in) investing activities | 1,246.8 | (2,304.4) | |||||||||||
| Financing activities | |||||||||||||
| Repayment of loans and borrowings | (4.5) | - | |||||||||||
| Payments related to lease liabilities | (9.3) | (7.8) | |||||||||||
| Net cash flows used in financing activities | (13.8) | (7.8) | |||||||||||
| Net increase (decrease) in cash and cash equivalents | 452.3 | (2,629.5) | |||||||||||
| Change in cash and cash equivalents resulting from exchange rate differences | (16.1) | 6.8 | |||||||||||
| Change in cash and cash equivalents resulting from other valuation effects | (13.2) | (64.4) | |||||||||||
| Cash and cash equivalents at the beginning of the period | 9,761.9 | 11,663.7 | |||||||||||
| Cash and cash equivalents as of March 31 | 10,184.9 | 8,976.6 |
The accompanying notes form an integral part of these unaudited interim condensed consolidated financial statements.
Selected Explanatory Notes to the Unaudited Interim Condensed Consolidated Financial Statements
1. Corporate Information
BioNTech SE is a limited company incorporated and domiciled in Germany. The registered office is located in Mainz, Germany (An der Goldgrube 12, 55131 Mainz). The accompanying unaudited interim condensed consolidated financial statements present the financial position and the results of operation of BioNTech SE and its subsidiaries and have been prepared on a going concern basis in accordance with the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board. References to the "Company", "BioNTech", "Group", "we", "us" and "our" refer to BioNTech SE and its consolidated subsidiaries.
We are a global next-generation immunotherapy company pioneering novel medicines against cancer, infectious diseases and other serious diseases. Since our founding in 2008, we have focused on harnessing the power of the immune system to address human diseases with unmet medical needs. Our fully integrated model combines decades of research in immunology, translational drug discovery and development, a technology agnostic innovation engine, GMP manufacturing, and commercial capabilities to rapidly discover, develop and commercialize our marketed product and other candidate vaccines and therapies.
We have built a broad toolkit across multiple technology platforms with a focus on oncology, including investigational mRNA cancer immunotherapies, immunomodulators and targeted therapies. Our multi-technology combination of platforms positions us as pioneers in the field of individualized, patient-centric therapeutic approaches.
Our approach has generated a robust and diversified product pipeline across a range of technologies in oncology and infectious disease, and has led to the approval of our first marketed product, Comirnaty.
Our unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2025 were authorized for issuance in accordance with a resolution of the Audit Committee of our Supervisory Board on May 2, 2025.
2. Basis of Preparation, Significant Accounting Policies
Basis of Preparation and Principles of Consolidation
The accompanying unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2025 have been prepared in accordance with IFRS Accounting Standard IAS 34 Interim Financial Reporting.
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the audited consolidated financial statements, and should be read in conjunction with our audited consolidated financial statements and accompanying notes included in our Annual Report on Form 20-F as of and for the year ended December 31, 2024.
We prepare and present our unaudited interim condensed consolidated financial statements in Euros and round numbers to millions of Euros. Accordingly, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that preceded them and figures presented in the explanatory notes may not add up to the rounded arithmetic aggregations.
The unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2025, include BioNTech SE and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Significant Accounting Judgments, Estimates and Assumptions and Accounting Policies
The preparation of the unaudited interim condensed consolidated financial statements requires our management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and contingent liabilities and the accompanying disclosures.
This includes but is not limited to our judgment relating to our collaboration with Pfizer, Inc., or Pfizer, as described under the subheading "Pfizer Agreement Characteristics" in Note 3 to our audited consolidated financial statements as of and for the year ended December 31, 2024. In order to determine our share of the collaboration partner's gross profits, we used certain information from the collaboration partner, including revenues from the sale of products and certain other sharable expense items, some of which is based on preliminary data shared between the partners.
This further includes but is not limited to judgments relating to the impairment tests of our goodwill and intangible assets, as the outcome of these tests is highly dependent on management's assumptions regarding future cash flow projections, which require significant judgments and assumptions about future developments. They can be affected by a variety of factors, including but not limited to peak sales assumptions, clinical trial success rates and or estimation of weighted-average cost of capital. Changes to the assumptions underlying our goodwill and intangible assets impairment assessments could require material adjustments to the carrying amount of our recognized goodwill and intangible assets and may lead to impairment charges recognized in our condensed consolidated statements of profit or loss.
Judgment is also required including, but not limited to, when accounting for business combinations. This includes determining whether an intangible asset is identifiable and whether it should be recorded separately from goodwill. Additionally, estimating the acquisition date fair values in conjunction with the purchase price allocation and with the settlement of pre-existing relationships involves estimation uncertainty and discretionary decisions. The necessary measurements are based on information available on the acquisition date and on expectations and assumptions that have been deemed reasonable by management. These judgments, estimates and assumptions can materially affect our financial position and our profit or loss statements .
Management bases its judgments and estimates on parameters available at the time when the unaudited interim condensed consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond our control. Such changes are reflected in the assumptions when they occur.
The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of our audited consolidated financial statements as of and for the year ended December 31, 2024, except for income taxes, which are accounted for using the expected annual tax rate in our unaudited interim condensed consolidated financial statements (see Note 6).
Standards Applied for the First Time
The IFRS accounting standards applied for the first time as of January 1, 2025, as disclosed in the notes to the audited consolidated financial statements as of and for the year ended December 31, 2024, had no impact on our unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2025.
3. Revenues from Contracts with Customers
Disaggregated information on revenues
Set out below is the disaggregation of our revenues from contracts with customers
| Three months ended March 31, | |||||||||||||
| (in millions ) | 2025 | 2024 | |||||||||||
| COVID-19 vaccine revenues | 133.0 | 124.2 | |||||||||||
| Other revenues | 49.8 | 63.4 | |||||||||||
| Total | 182.8 | 187.6 |
COVID-19 Vaccine Revenues
During the three months ended March 31, 2025 and 2024, COVID-19 vaccine revenues were recognized from the supply and sales of our COVID-19 vaccine worldwide, mainly comprising our share of the collaboration partner's gross profit derived from sales in the collaboration partner's territory. Overall, our COVID-19 vaccine revenues amounted to 133.0 million during the three months ended March 31, 2025, compared to 124.2 million for the comparative prior year period. The year-to-date change compared to the comparative prior year period was mainly driven by higher revenues derived from our COVID-19 vaccine collaboration during the three months ended March 31, 2025. Our COVID-19 vaccine revenues are subject to seasonal effects and are therefore higher in the fall winter of the northern hemisphere.
During the three months ended March 31, 2025 and 2024, our other revenues were mainly derived from a pandemic preparedness contract with the German government which declined year-to-date due to lower contracted capacities.
Revenues from contracts with customers were recognized as follows
| Three months ended March 31, | |||||||||||||
| (in millions ) | 2025 | 2024 | |||||||||||
| Timing of revenue recognition | |||||||||||||
| Goods and services transferred at a point in time | 66.8 | 33.5 | |||||||||||
| Goods and services transferred over time | 45.7 | 57.3 | |||||||||||
| Revenue recognition applying the sales-based or usage-based royalty recognition constraint model (1) | 70.3 | 96.8 | |||||||||||
| Total | 182.8 | 187.6 |
(1) Represents sales based on the share of the collaboration partners' gross profit.
4. Income and Expenses
4.1 General Expenses
From the three months ended March 31, 2024, to the three months ended March 31, 2025, cost of sales increased by 24.7 million, or 42%, from 59.1 million to 83.8 million, mainly due to the positive impact of an inventory revaluation on cost of sales during the three months ended March 31, 2024. During both periods, cost of sales was impacted by expenses arising from inventory write-downs to net realizable value due to inventories expected to be unsellable, not fulfilling the specification defined by our quality standards, shelf-life expiry or destruction of inventory amounting to 37.7 million, compared to 36.0 million in the previous period. The inventories valued at net realizable value in our consolidated statement of financial position as of March 31, 2025 take contractual compensation payments into consideration.
Research and Development Expenses
From the three months ended March 31, 2024, to the three months ended March 31, 2025, our research and development expenses increased by 18.1 million, or 4%, from 507.5 million to 525.6 million, mainly driven by progressing late-stage clinical studies for pipeline candidates in our antibody drug conjugate and antibody product portfolio.
General and Administrative Expenses
From the three months ended March 31, 2024, to the three months ended March 31, 2025, our general and administrative expenses decreased by 10.1 million, or 9%, from 117.0 million to 106.9 million, primarily driven by a reduction in external services.
4.2 Other Operating Result
The other operating result recognized during the three months ended March 31, 2025 and 2024 is shown in the following table
| Three months ended March 31, | |||||||||||||||
| (in millions ) | 2025 | 2024 | |||||||||||||
| Other operating result | |||||||||||||||
| Other operating income | 61.6 | 28.3 | |||||||||||||
| Gain on derivative instruments at fair value through profit or loss | 26.2 | - | |||||||||||||
| Grants | 14.5 | 9.1 | |||||||||||||
| Bargain purchase | 14.3 | - | |||||||||||||
| Foreign exchange differences, net | - | 17.1 | |||||||||||||
| Other | 6.6 | 2.1 | |||||||||||||
| Other operating expenses | (48.5) | (23.9) | |||||||||||||
| Litigation costs | (25.9) | (21.2) | |||||||||||||
| Loss on derivative instruments at fair value through profit or loss | - | (2.7) | |||||||||||||
| Foreign exchange differences, net | (13.8) | - | |||||||||||||
| Other | (8.8) | - | |||||||||||||
| Total other operating result | 13.1 | 4.4 |
From the three months ended March 31, 2024, to the three months ended March 31, 2025, our other operating result increased by 8.7 million, or 198%, from a positive result of 4.4 million to a positive result of 13.1 million, mainly due to gains from our derivative instruments and a bargain purchase.
As of March 31, 2025, the amount of our grants deferred in our unaudited interim condensed consolidated financial statements amounted to 89.4 million compared to 85.2 million as of December 31, 2024.
The finance result recognized during the three months ended March 31, 2025 and 2024, is shown in the following table
| Three months ended March 31, | |||||||||||||||||||
| (in millions ) | 2025 | 2024 | |||||||||||||||||
| Finance result | |||||||||||||||||||
| Finance income | 122.6 | 180.1 | |||||||||||||||||
| Gains from financial instruments measured at amortized cost | 77.0 | 118.9 | |||||||||||||||||
| Gains from financial instruments measured at fair value | 45.6 | 56.0 | |||||||||||||||||
| Foreign exchange differences, net | - | 5.2 | |||||||||||||||||
| Finance expenses | (33.9) | (4.7) | |||||||||||||||||
| Loss from financial instruments measured at fair value | (0.1) | (1.2) | |||||||||||||||||
| Loss from financial instruments measured at amortized cost without expected credit losses | (1.4) | (0.9) | |||||||||||||||||
| Foreign exchange differences, net | (26.0) | - | |||||||||||||||||
| Other | (6.4) | (2.6) | |||||||||||||||||
| Total finance result | 88.7 | 175.4 |
During the three months ended March 31, 2025 and 2024, the finance result was mainly derived from returns such as interests and sales resulting from our financial investments as well as fair value adjustments of our money market funds. Compared to the three months ended March 31, 2024, our finance result decreased by 86.7 million, or 49%, from a positive finance result of 175.4 million to a positive finance result of 88.7 million during the three months ended March 31, 2025, mainly due to a lower interest income and a shift from positive to negative foreign exchange differences, primarily derived from our bank deposits and cash accounts held in foreign currency.
5. Business Combination
Acquisition of Biotheus
On November 13, 2024, our subsidiary, BioNTech Collaborations GmbH, entered into an agreement and plan of merger, or the Merger Agreement, with Biotheus, a clinical-stage biotechnology company dedicated to the discovery and development of novel antibodies to address unmet medical needs of patients with oncological or inflammatory diseases, to acquire 100 percent of the issued share capital of Biotheus. The acquisition supports the global execution of our oncology strategy and provides full global rights to BNT327, an investigational PD-L1 x VEGF-A bispecific antibody, with potential to replace current checkpoint inhibitor standard of care treatments for solid tumors.
By closing the acquisition, we gained full rights to Biotheus' other pipeline candidates and its in-house bispecific antibody-drug conjugate capability. The acquisition has expanded our footprint in China, adding a local research and development hub to conduct clinical trials. In addition, we have gained a biologics manufacturing facility to contribute to our future global manufacturing and supply, and more than 300 Biotheus employees in R D, manufacturing and enabling functions have joined the BioNTech workforce.
Following the satisfaction of several customary closing conditions and regulatory approvals as defined in the Merger Agreement, the acquisition closed on January 31, 2025.
Since the completion of the acquisition took place in January 2025, we performed an allocation of the total consideration and the underlying assets acquired and liabilities assumed based on their fair values using the information available as of the acquisition date. Due to the complexity of the transaction, this allocation is still preliminary and might be subject to change. The total consideration and the fair values determined in accordance with IFRS 3 of the identified net assets acquired of Biotheus as of January 31, 2025, are as follows
| Fair value recognized on acquisition | ||
| (in millions ) | Biotheus | |
| Assets | ||
| Intangible assets | 172.8 | |
| Property, plant and equipment | 70.7 | |
| Cash and cash equivalents | 122.4 | |
| Other assets non-current and current | 20.6 | |
| Total assets | 386.5 | |
| Liabilities | ||
| Non-current liabilities | 36.3 | |
| Current liabilities | 55.1 | |
| Total liabilities | 91.4 | |
| Total identifiable net assets at fair value | 295.2 | |
| Bargain from the acquisition | (14.3) | |
| Total consideration | 280.9 | |
| Consideration | ||
| Total purchase price | 848.2 | |
| Upfront payment | 768.5 | |
| Contingent consideration (milestones) | 79.6 | |
| Payments in connection with pre-existing relationships | (567.3) | |
| Total consideration | 280.9 |
Upon closing and under the terms of the agreement, we paid Biotheus shareholders an upfront payment of 768.5 million in cash, which is still subject to customary purchase price adjustments. Furthermore, we agreed to pay additional performance-based contingent payments, if certain milestones are met. At the acquisition date, the contingent consideration was recognized at its fair value of 79.6 million based on discounted cash flow projections in connection with performance-based contingent payments. The lower end of the bandwidth of possible outcomes of the contingent consideration is zero, and the upper limit is 144.3 million.
Under the terms of the agreement, we also transferred American Depositary Shares, or ADSs, to eligible shareholders who will provide services to the Group. Under IFRS 3, this is considered
remuneration and will be recognized as equity-settled share-based payment, based on the grant date fair value ( 49.2 million) as personnel expense over a four-year service period.
The purchase price is mainly allocated to the settlement of our pre-existing relationship in connection with the License and Collaboration Agreement with Biotheus entered into in November 2023, which comprised exclusive rights to the development, manufacturing and commercialization of BNT327 PM8002 ex-Greater China. The amount is separated from the remaining purchase price to be transferred for the acquired business of Biotheus and amounts to 565.1 million. This amount for the settlement of the pre-existing relationship is identified based on the fair value of the settled rights of Biotheus in connection with contingent payments in relation to the License and Collaboration Agreement, including development, regulatory and sales milestones and royalties. This fair value was determined using a Discounted Cash flow model based on a business plan for the compound, using an appropriate WACC. The fair value of these rights is recorded as subsequent acquisition cost to our BNT327 PM8002 ex-Greater China rights. As the requirements under IAS 12 for the initial recognition exemption are fulfilled, we did not record a correspondent deferred tax liability. We did not identify a gain or a loss in connection with the settlement of the pre-existing relationship.
The consideration for the acquired business of Biotheus is allocated to net assets acquired, which mainly include identified intangible assets in connection with Biotheus' BNT327 PM8002 Greater China rights and other clinical pipeline candidates, property, plant and equipment, cash and liabilities assumed. The fair values of the BNT327 PM8002 Greater China rights and other clinical pipeline candidates were determined based on the direct cash flow approach and amount to 167.7 million.
A bargain purchase of 14.3 million was recognized in other operating income, which technically results from the separation of the identified amount in connection with the settlement of the pre-existing relationships and the application of the initial recognition exemption under IAS 12.
Transaction costs of 6.1 million were expensed and are included in general and administrative expenses. Since the acquisition, Biotheus' impact on our revenue and profit and loss for the period has been immaterial. Accordingly, pro-forma amounts for our revenue and profit and loss for the financial year, which were calculated on the assumption that the acquisition had taken place at the beginning of the year, would not materially differ from the actual figures reported.
For the three months ended March 31, 2025 and 2024, income taxes were calculated based on the best estimate of the weighted average annual income tax rates expected for the full financial years (estimated annual effective income tax rates) on ordinary income before tax adjusted by the tax effect of any discrete items. For the three months ended March 31, 2025, our effective income tax rate was approximately 6.6%. For the three months ended March 31, 2024, our effective income tax rate was approximately 5.0%.
The effective income tax rate was mainly driven by the expected negative result for 2025 and management's assessment of the requirements in International Accounting Standards, or IAS, 12, including on the character and amounts of taxable future profits, the periods in which those profits are expected to occur, and the availability of tax planning opportunities. Thus, in countries where the requirements of IAS 12 were not fulfilled, no deferred tax asset was recognized. Such assessment takes into account the fact that there is an inherent risk of failure in pharmaceutical development and
uncertainty of approvals that depend on external regulatory agencies' opinions. As of March 31, 2025, it is considered highly probable that taxable profits for the U.S. tax group will be available against which the deferred tax assets can be utilized in the near future, fulfilling the requirements set out by IAS 12.
We apply the mandatory exception to recognizing and disclosing information about deferred tax assets and liabilities arising from Pillar Two income taxes. Furthermore, we reviewed the corporate structure with regard to the Pillar Two Model Rules in various jurisdictions. Since the Group's relevant effective tax rate for Pillar Two purposes is expected mainly above 15% in all jurisdictions in which it operates, it has been determined that the Group is not materially subject to Pillar Two "top-up" taxes. Therefore, the consolidated financial statements for the three months ended March 31, 2025 do not include further information otherwise required by paragraphs 88B and 88C of IAS 12.
The income taxes recognized during the three months ended March 31, 2025 and 2024, are shown in the following table
| Three months ended March 31, | |||||||||||||
| (in millions ) | 2025 | 2024 | |||||||||||
| Current income taxes | 2.7 | (7.8) | |||||||||||
| Deferred taxes | (32.3) | (8.9) | |||||||||||
| Income taxes expenses (income) | (29.6) | (16.7) |
7. Financial Assets and Financial Liabilities
Financial Assets and Liabilities at Amortized Cost and at Fair Value through OCI and Profit or Loss
Set out below is an overview of financial assets and liabilities at amortized cost and at fair value through OCI and profit or loss, as of the dates indicated
| March 31, 2025 | ||||||||||||||||||||||
| Carrying amount | Fair value | |||||||||||||||||||||
| (in millions ) | Current | Non-current | Total | Level 1 (Fair value) | Level 2 (Fair value) | Level 3 (Fair value) | Total | |||||||||||||||
| Financial assets subsequently measured at fair value through profit or loss | ||||||||||||||||||||||
| Foreign exchange forward contracts | 12.2 | - | 12.2 | - | 12.2 | - | 12.2 | |||||||||||||||
| Security investments disclosed as cash and cash equivalents | 5,177.0 | - | 5,177.0 | 5,177.0 | - | - | 5,177.0 | |||||||||||||||
| Other financial assets | - | 38.0 | 38.0 | - | - | 38.0 | 38.0 | |||||||||||||||
| Financial assets subsequently measured at fair value through OCI | ||||||||||||||||||||||
| Non-listed equity investments | - | 1.5 | 1.5 | - | - | 1.5 | 1.5 | |||||||||||||||
| Listed equity investments | - | 60.6 | 60.6 | 60.6 | - | - | 60.6 | |||||||||||||||
| Financial assets subsequently measured at amortized costs (1) | ||||||||||||||||||||||
| Security investments disclosed as other financial assets | 3,542.0 | 2,127.5 | 5,669.5 | - | - | - | 5,669.5 | |||||||||||||||
| Security investments disclosed as cash and cash equivalents | 4,389.4 | - | 4,389.4 | - | - | - | 4,389.4 | |||||||||||||||
| Cash at banks and on hand | 618.5 | - | 618.5 | - | - | - | 618.5 | |||||||||||||||
| Trade and other receivables | 956.5 | - | 956.5 | - | - | - | 956.5 | |||||||||||||||
| Reimbursement asset | 370.7 | 39.3 | 410.0 | - | - | - | 410.0 | |||||||||||||||
| Other financial assets | - | 18.9 | 18.9 | - | - | - | 18.9 | |||||||||||||||
| Financial liabilities subsequently measured at fair value | ||||||||||||||||||||||
| Foreign exchange forward contracts | 5.2 | - | 5.2 | - | 5.2 | - | 5.2 | |||||||||||||||
| Contingent consideration | 0.9 | 131.7 | 132.6 | - | - | 132.6 | 132.6 | |||||||||||||||
| Financial liabilities subsequently measured at amortized costs (1) | ||||||||||||||||||||||
| Loans and borrowings | 14.3 | 31.9 | 46.2 | - | - | - | 46.2 | |||||||||||||||
| Trade payables and other payables | 443.8 | - | 443.8 | - | - | - | 443.8 | |||||||||||||||
| Other financial liabilities | 437.3 | 19.2 | 456.5 | - | - | - | 456.5 | |||||||||||||||
| Financial liabilities subsequently not measured according to IFRS 9 | ||||||||||||||||||||||
| Lease liabilities | 41.2 | 205.6 | 246.8 | - | - | - | 246.8 |
(1) Fair values for financial assets and liabilities at amortized costs are not disclosed as the book values represent a reasonable approximation.
During the three months ended March 31, 2025, the non-listed and listed equity investments decreased by 32.1 million compared to year-end 2024 mainly due to a lower fair value valuation during this time period.
During the three months ended March 31, 2025, additional developments in our financial assets and liabilities mainly resulted from a reallocation of existing capital and the usage of financial funds for our business combination outlined in Note 5 and the settlement of the contractual disputes outlined in our Annual Report on Form 20-F as of and for the year ended December 31, 2024. This led to a decrease of 1,770.5 million in security investments subsequently measured at fair value through profit and loss
(money market funds) and a decrease of 1,927.8 million in security investments disclosed as other financial assets subsequently measured at amortized costs (e.g. bonds, commercial paper) compared to year-end 2024. Security investments disclosed as cash and cash equivalents subsequently measured at amortized cost increased by 2,025.0 million during the three months ended March 31, 2025 due to a focus on short-term investments. In total, our cash and security investments decreased by 1,504.8 million compared to December 31, 2024.
The other financial liabilities decreased by 969.7 million during the three months ended March 31, 2025, which is essentially related to the settlement of contractual disputes.
| December 31, 2024 | |||||||||||||||||||||
| Carrying amount | Fair value | ||||||||||||||||||||
| (in millions ) | Current | Non-current | Total | Level 1 (Fair value) | Level 2 (Fair value) | Level 3 (Fair value) | Total | ||||||||||||||
| Financial assets subsequently measured at fair value through profit or loss | |||||||||||||||||||||
| Foreign exchange forward contracts | 11.9 | - | 11.9 | - | 11.9 | - | 11.9 | ||||||||||||||
| Security investments disclosed as cash and cash equivalents | 6,947.5 | - | 6,947.5 | 6,947.5 | - | - | 6,947.5 | ||||||||||||||
| Other financial assets | - | 39.6 | 39.6 | - | - | 39.6 | 39.6 | ||||||||||||||
| Financial assets subsequently measured at fair value through OCI | |||||||||||||||||||||
| Non-listed equity investments | - | 1.5 | 1.5 | - | - | 1.5 | 1.5 | ||||||||||||||
| Listed equity investments | - | 92.7 | 92.7 | 92.7 | - | - | 92.7 | ||||||||||||||
| Financial assets subsequently measured at amortized costs (1) | |||||||||||||||||||||
| Security investments disclosed as other financial assets | 6,536.2 | 1,061.1 | 7,597.3 | - | - | - | 7,597.3 | ||||||||||||||
| Security investments disclosed as cash and cash equivalents | 2,364.4 | - | 2,364.4 | - | - | - | 2,364.4 | ||||||||||||||
| Cash at banks and on hand | 450.0 | - | 450.0 | - | - | - | 450.0 | ||||||||||||||
| Trade and other receivables | 1,463.9 | - | 1,463.9 | - | - | - | 1,463.9 | ||||||||||||||
| Reimbursement asset | 473.6 | 40.9 | 514.5 | - | - | - | 514.5 | ||||||||||||||
| Other financial assets | - | 18.2 | 18.2 | - | - | - | 18.2 | ||||||||||||||
| Financial liabilities subsequently measured at fair value | |||||||||||||||||||||
| Foreign exchange forward contracts | 16.3 | - | 16.3 | - | 16.3 | - | 16.3 | ||||||||||||||
| Contingent consideration | 0.9 | 46.9 | 47.8 | - | - | 47.8 | 47.8 | ||||||||||||||
| Financial liabilities subsequently measured at amortized costs (1) | |||||||||||||||||||||
| Trade payables and other payables | 426.7 | - | 426.7 | - | - | - | 426.7 | ||||||||||||||
| Other financial liabilities | 1,426.2 | - | 1,426.2 | - | - | - | 1,426.2 | ||||||||||||||
| Financial liabilities subsequently not measured according to IFRS 9 | |||||||||||||||||||||
| Lease liabilities | 39.5 | 214.7 | 254.2 | - | - | - | 254.2 |
(1) Fair values for financial assets and liabilities at amortized costs are not disclosed as the book values represent a reasonable approximation.