Full Press Release Details
BioNTech Announces Strategic
Transaction to Acquire CureVac
in Public Exchange Offer
MAINZ and T BINGEN, Germany, June 12,
2025 (GLOBE NEWSWIRE) -- BioNTech SE (Nasdaq: BNTX, "BioNTech") and CureVac N.V. (Nasdaq:
CVAC, "CureVac") today announced that they have entered into a definitive Purchase Agreement pursuant to which BioNTech intends
to acquire all of the shares of CureVac, a clinical-stage biotech company developing a novel class of transformative medicines in oncology
and infectious diseases based on messenger ribonucleic acid ("mRNA"). The all-stock transaction will bring together two highly
complementary companies based in Germany and will build on BioNTech's proven track record and established position in the global
With the acquisition, BioNTech aims to strengthen
the research, development, manufacturing, and commercialization of investigational mRNA-based cancer immunotherapy. The strategic transaction
will complement BioNTech's capabilities and proprietary technologies in mRNA design, delivery formulations, and mRNA manufacturing.
For BioNTech, this transaction marks the next milestone in the execution of its oncology strategy which focuses on two pan-tumor programs,
mRNA-based cancer immunotherapy candidates, and BNT327, a PD-L1xVEGF-A bispecific antibody candidate.
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 approx.
$1.25 billion (subject to the adjustments described below). 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.
"This transaction is another building block
in BioNTech's oncology strategy and an investment in the future of cancer medicine," said Prof. Ugur Sahin, M.D., CEO and
Co-Founder of BioNTech. "We intend to bring together complementary capabilities and leverage technologies with the goal of advancing
the development of innovative and transformative cancer treatments and establishing new standards of care for various types of cancer
in the coming years."
"To me, this transaction is more than a
business decision, it represents a shared commitment to leverage the full potential of mRNA as a disruptive technology to develop transformative
therapies with greater scale and speed," said Dr. Alexander Zehnder, CEO of CureVac. "For more than two decades, both
companies have operated with related ambitions, often tackling challenges from different angles. This transaction aims at combining complementary
scientific capabilities, proprietary technologies, and manufacturing expertise in the mRNA field under one roof."
BioNTech will start preparing an integration plan
in alignment with BioNTech's ongoing group-wide transformation. 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 T bingen.
BioNTech's all-stock acquisition of CureVac
is expected to create long-term value for shareholders of both companies, building on BioNTech's proven track record in mRNA research,
development, manufacturing, and commercialization, in particular the COVID-19 vaccine, which was developed in collaboration with Pfizer
Inc. and marked the first approved mRNA product in the history of medicine. Based on BioNTech's strong financial position with 15.9
billion in cash, cash equivalents and security investments as of March 31, 2025, its global presence, late-stage clinical pipeline, and
sustained investment in mRNA research across a broad range of solid tumor types, the acquisition positions the company to accelerate and
broaden the development of mRNA-based medicines for patients in need.
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). An extraordinary general meeting of CureVac's shareholders will
be convened in connection with the exchange offer to adopt, among other things, certain resolutions relating to the transaction.
The transaction was unanimously approved by both
BioNTech's and CureVac's management and supervisory boards. The transaction, which is expected to close in 2025, 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 regulatory approvals.
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 of the transaction. BioNTech therefore assumes that Kreditanstalt
f r 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
Covington & Burling LLP, Hengeler Mueller
Partnerschaft von Rechtsanw lten mbB and Loyens & Loeff N.V. served as legal counsel to BioNTech. Skadden, Arps, Slate, Meagher
& Flom LLP and NautaDutilh N.V. served as legal counsel to CureVac. PJT Partners served as exclusive financial advisor to BioNTech.
Goldman Sachs Bank Europe SE served as exclusive financial advisor to CureVac.
Biopharmaceutical New Technologies (BioNTech)
is a global next generation immunotherapy company pioneering novel investigative therapies for cancer and other serious diseases. BioNTech
exploits a wide array of computational discovery and therapeutic modalities with the intent of rapid development of novel biopharmaceuticals.
Its diversified portfolio of oncology product candidates aiming to address the full continuum of cancer includes mRNA cancer immunotherapies,
next-generation immunomodulators and targeted therapies such as antibody-drug conjugates (ADCs) and innovative chimeric antigen receptor
(CAR) T cell therapies. Based on its deep expertise in mRNA development and in-house manufacturing capabilities, BioNTech and its collaborators
are researching and developing multiple mRNA vaccine candidates for a range of infectious diseases alongside its diverse oncology pipeline.
BioNTech has established a broad set of relationships with multiple global and specialized pharmaceutical collaborators, including Bristol
Myers Squibb, Duality Biologics, Fosun Pharma, Genentech, a member of the Roche Group, Genevant, Genmab, MediLink, OncoC4, Pfizer and
For more information, please visit www.BioNTech.com.
CureVac (Nasdaq: CVAC) is a pioneering multinational
biotech company founded in 2000 to advance the field of messenger RNA (mRNA) technology for application in human medicine. CureVac's
mRNA platform incorporates a series of novel technologies, designed to improve the efficacy, safety and cost-effectiveness of mRNA therapeutics
aimed at resulting in enhanced immune responses at lower doses. Additionally, CureVac has developed LNPs, which have been optimized for
indication specific use across infectious diseases and oncology. CureVac is leveraging mRNA technology, combined with advanced omics and
computational tools, to design and develop off-the-shelf and personalized cancer vaccine product candidates. It also develops programs
in prophylactic vaccines and in treatments that aim to enable the human body to produce its own therapeutic proteins. Headquartered in
T bingen, Germany, CureVac also operates sites in the Netherlands, Belgium, Switzerland, and the U.S.
Further information can be found at www.CureVac.com.
Cautionary Statement Regarding Forward-Looking Statements
This document includes "forward-looking
statements," within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation
Reform Act of 1995. Forward-looking statements can generally be identified by words such as "potential," "can,"
"will," "plan," "may," "could," "would," "expect," "look
forward," "investigational," "pipeline," "to acquire," "development," "to
include," "commitment," or similar terms. Such forward-looking statements include, but are not limited to, statements
relating to the ability of BioNTech and CureVac to complete the transactions contemplated by the Purchase Agreement (including the parties'
ability to satisfy the conditions to the consummation of the exchange offer contemplated thereby and the other conditions set forth in
the Purchase Agreement), the expected timetable for completing the transactions, the benefits sought to be achieved in the proposed transactions,
the potential and capacity of BioNTech following the transaction and the potential effects of the proposed transactions on BioNTech and
CureVac. Many of these risks and uncertainties are beyond the control of BioNTech or CureVac. Investors are cautioned that any such forward-looking
statements are based on BioNTech's or CureVac's current beliefs and expectations regarding future events and are not guarantees
of future performance and involve risks and uncertainties. There can be no guarantees that the conditions to the closing of the transactions
will be satisfied on the expected timetable or at all. If underlying assumptions prove inaccurate or risks or uncertainties materialize,
actual results may differ materially from those set forth in the forward-looking statements. You should not place undue reliance on these
Risks and uncertainties include, but are not limited