BioNTech Secures Overwhelming Shareholder Support, Meets Minimum Condition to Complete CureVac Exchange Offer
BioNTech SE announced today that it has successfully met the minimum tender condition for its exchange offer for all outstanding shares of CureVac N.V. According to official figures released by the company, a total of 184,071,410 CureVac shares—representing approximately 81.74% of the company’s issued and outstanding common stock—were validly tendered and not properly withdrawn prior to the expiration of the initial offering period at 9:00 a.m. Eastern Time on December 3, 2025.
This robust level of shareholder participation significantly exceeds the minimum threshold required for the transaction to proceed, thereby satisfying a critical condition of the exchange offer (the “Offer”). With this hurdle cleared, BioNTech has formally accepted all validly tendered CureVac shares and confirmed that all other closing conditions related to the post-offer reorganization have now been fulfilled. The company will now move swiftly to deliver BioNTech American Depositary Shares (“ADSs”)—and/or cash in lieu of fractional ADSs—to the CureVac shareholders who tendered their shares, in accordance with the terms outlined in the official offer documentation.
The successful outcome of the initial tender period reflects strong investor confidence in BioNTech’s strategic vision and underscores the compelling value proposition presented to CureVac shareholders. By exchanging their CureVac shares for BioNTech ADSs, tendering shareholders gain exposure to a larger, more diversified, and financially robust platform with a proven track record in mRNA innovation, commercialization, and global distribution.
Subsequent Offering Period Now Open
In addition to announcing the fulfillment of the minimum tender condition, BioNTech confirmed that the subsequent offering period has officially commenced. CureVac shareholders who did not tender their shares during the initial phase still have an opportunity to participate in the exchange offer. This subsequent offering period will remain open until 12:01 a.m. Eastern Time on Thursday, December 18, 2025. Notably, guaranteed delivery procedures—which allow shareholders to conditionally tender shares before physically delivering them—will not apply during this final window. Shareholders intending to participate must ensure their shares are properly tendered and delivered before the deadline to be eligible for exchange.
Post-Offer Reorganization to Follow
Following the conclusion of the subsequent offering period, BioNTech and CureVac intend to initiate the post-offer reorganization as promptly as practicable. This reorganization is a critical legal and procedural step designed to integrate the remaining non-tendered CureVac shares into the transaction framework. Under this process, holders of CureVac shares who did not tender during either the initial or subsequent offering periods will still receive consideration—specifically, BioNTech ADSs and/or cash in lieu of fractional ADSs—but through the mechanics of the reorganization rather than the original Offer.
However, these non-tendering shareholders should be aware of important tax implications. Under current Dutch tax law, the receipt of BioNTech ADSs pursuant to the post-offer reorganization may be classified as a dividend distribution, potentially triggering a 15% Dutch dividend withholding tax. This contrasts with the treatment of shares tendered during the Offer, which are generally not subject to such withholding. Shareholders are strongly encouraged to consult their tax advisors to understand the specific consequences based on their individual circumstances and jurisdictions.
Delisting and Transfer Restrictions Imminent
Once the post-offer reorganization is fully completed, CureVac shares held by non-tendering shareholders will be delisted from all national securities exchanges, including the Nasdaq Global Select Market. This delisting will render the shares illiquid and effectively untradeable on public markets. Additionally, such shares may become subject to further transfer restrictions under applicable securities laws or corporate governance frameworks, limiting shareholders’ ability to sell or otherwise dispose of them outside the reorganization process.
Given these impending consequences, BioNTech strongly urges any remaining CureVac shareholders who wish to retain liquidity and avoid potential tax liabilities to tender their shares during the current subsequent offering period. Doing so ensures they receive their consideration under the more favorable terms of the original Offer and maintain the ability to trade their BioNTech ADSs on the Nasdaq.
Strategic Rationale and Integration Plans
The acquisition of CureVac represents a strategic expansion of BioNTech’s mRNA ecosystem. CureVac, a pioneer in the field of messenger RNA technology, brings complementary research capabilities, a robust pipeline in infectious diseases and oncology, and valuable intellectual property assets. Integrating CureVac’s expertise is expected to accelerate BioNTech’s innovation roadmap, enhance its manufacturing capacity, and strengthen its global footprint—particularly in next-generation vaccine development and personalized cancer immunotherapies.
BioNTech has emphasized its commitment to retaining key CureVac talent and preserving the scientific integrity of CureVac’s research programs. The combined entity is positioned to drive forward a shared vision of harnessing mRNA to address some of the world’s most pressing health challenges.
Official Documentation and Investor Resources
For complete details regarding the exchange offer, the post-offer reorganization, tax considerations, and procedural instructions, shareholders are directed to consult the official filings, including the Exchange Offer Prospectus, the EU Prospectus, and the UK exemption document, each filed with the U.S. Securities and Exchange Commission (SEC) and available on BioNTech’s investor relations website and the SEC’s EDGAR database.
As the transaction enters its final stages, BioNTech remains focused on ensuring a smooth, transparent, and equitable process for all CureVac shareholders—whether they have already tendered or are considering doing so before the December 18 deadline.
This landmark deal not only reshapes the competitive mRNA landscape but also signals BioNTech’s continued ambition to lead the next wave of biotechnological transformation. With the minimum condition now satisfied and integration plans poised to begin, the combined future of BioNTech and CureVac is closer than ever to becoming a reality.
About BioNTech
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 Regeneron. For more information, please visit www.BioNTech.com.
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