The window for CureVac investors to decide on the proposed acquisition by BioNTech is rapidly closing. The tender offer is entering its conclusive stage, marking the impending end of CureVac’s quarter-century run as an independent, publicly listed entity. Shareholders still contemplating the exchange of their holdings for BioNTech stock must now carefully assess the terms, which vary regarding tax implications and future tradability depending on the chosen path.
Strategic Rationale and Regulatory Clearance
This merger is a strategic move by BioNTech to consolidate its position in oncology. The acquisition aims to combine two mRNA pioneers with complementary technologies in research, development, manufacturing, and commercialization. BioNTech’s focus areas include mRNA-based cancer immunotherapies and the bispecific antibody candidate pumitamig (BNT327), which will be augmented by CureVac’s expertise in mRNA design, lipid nanoparticle formulation, and production capabilities.
The transaction has already received all necessary approvals. At an extraordinary general meeting held on 25 November 2025, an overwhelming 99.16% of votes cast were in favor of the key resolutions required for the deal. Furthermore, the German Federal Cartel Office (Bundeskartellamt) granted its clearance earlier in 2025, removing a major regulatory hurdle and allowing the process to proceed as scheduled.
Tender Offer Mechanics and Timeline
The core of the deal is a straightforward share-for-share exchange. For each CureVac share tendered, investors will receive 0.05363 BioNTech American Depositary Shares (ADS). This exchange ratio was determined based on the volume-weighted average price of BioNTech ADS over the ten trading days ending 25 November 2025, which was calculated at $101.88 per ADS. This valuation implies an equity value for CureVac of approximately $1.25 billion.
The initial acceptance period concluded on 3 December 2025, with the outcome already decisive. Around 184.1 million CureVac shares were tendered, representing roughly 81.74% of the outstanding capital and comfortably surpassing the mandatory minimum threshold of 80%.
A subsequent acceptance period is now underway, offering a final opportunity for participation. This phase is set to expire on Thursday, 18 December 2025, at 12:01 p.m. Eastern Time. Shareholders who tender their shares during this period will receive the same terms as those who participated in the initial phase.
Implications for Shareholders Who Do Not Tender
Following the expiration of the current offer, BioNTech and CureVac intend to execute a post-offer reorganization “as soon as reasonably practicable,” with the clear objective of BioNTech gaining 100% control of CureVac’s business. Remaining shareholders face several significant consequences:
Should investors sell immediately? Or is it worth buying CureVac?
- Taxation: Shareholders who receive BioNTech ADS through the subsequent reorganization, rather than via the tender offer, will generally be subject to a 15% Dutch withholding tax on dividends.
- Market Listing: Shortly after the reorganization is completed, CureVac shares that were not tendered are expected to be delisted from all national stock exchanges, ceasing regular public trading.
- Transfer Restrictions: Additional limitations on the transfer and sale of non-tendered shares may apply, further reducing flexibility for the remaining minority shareholders.
This landscape suggests that retaining a minority stake post-acquisition will be considerably less advantageous than participating in the ongoing exchange offer.
Strong Operational Performance Ahead of Merger
Operationally, CureVac entered this critical phase on solid footing, reporting robust third-quarter 2025 results on 24 November 2025.
Key Financial and Operational Highlights:
- Liquid Assets: €416.1 million as of 30 September 2025, deemed sufficient to fund operations into 2028.
- Q3 2025 Revenue: €54.1 million, comprising $50.0 million from a modification to the GSK license agreement and €11.1 million in license fees from the U.S. agreement with BioNTech and Pfizer.
- Earnings Per Share: €1.21 (both basic and diluted) for Q3 2025.
- Operating Result: €310.2 million for the same quarter.
The clinical pipeline also showed progress. The European Medicines Agency approved the initiation of the CVHNLC program in squamous non-small cell lung cancer. Furthermore, the Phase 1 Part B study for the glioblastoma candidate CVGBM remains on schedule. This combination of a stable financial base and clinical advancement underscores CureVac’s strategic value to BioNTech beyond a simple market consolidation.
Countdown to a New Chapter
With the final acceptance deadline set for 18 December 2025, the organizational integration is poised to follow swiftly. The completion of the offer and reorganization will conclude CureVac’s standalone history, which began with its founding in Tübingen in 2000.
The focus now shifts to how efficiently BioNTech can integrate CureVac’s programs and technologies into its broader oncology pipeline. The acquisition therefore represents not just the end of CureVac’s public market journey, but the launch of a new, combined mRNA platform under the BioNTech umbrella.
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