BioNTech Announces Strategic Transaction to Acquire CureVac in Public Exchange Offer

Core Viewpoint - BioNTech SE intends to acquire CureVac N.V. in an all-stock transaction valued at approximately $1.25 billion, aimed at enhancing BioNTech's capabilities in mRNA-based cancer immunotherapy and solidifying its position in the global mRNA industry [1][3][5] Group 1: Acquisition Details - The acquisition will involve an exchange of each CureVac share for approximately $5.46 in BioNTech American Depositary Shares (ADSs), representing a 55% premium over CureVac's three-month volume weighted average price of approximately $3.53 as of June 11, 2025 [3][6] - Upon completion, CureVac shareholders are expected to own between 4% and 6% of BioNTech [3][6] - The transaction is supported by CureVac's major shareholder dievini Hopp BioTech holding GmbH & Co. KG, and is expected to close in 2025, subject to customary closing conditions [6][10] Group 2: Strategic Objectives - BioNTech aims to strengthen its research, development, manufacturing, and commercialization of investigational mRNA-based cancer immunotherapy through this acquisition [2][6] - The transaction is seen as a significant milestone in BioNTech's oncology strategy, which includes two pan-tumor programs and mRNA-based cancer immunotherapy candidates [2][4] - BioNTech plans to integrate CureVac's advanced research and manufacturing site in Tübingen into its operations [4][8] Group 3: Financial Position and Value Creation - BioNTech has a strong financial position with €15.9 billion in cash, cash equivalents, and security investments as of March 31, 2025, which supports the acquisition [5] - The acquisition is expected to create long-term value for shareholders of both companies by leveraging their complementary capabilities and focus on mRNA innovation [5][6] Group 4: Corporate Reorganization - Following the closing of the exchange offer, BioNTech will own 100% of CureVac's business and interests, and an extraordinary general meeting of CureVac's shareholders will be convened to adopt resolutions related to the transaction [8][9] - Certain shareholders representing 36.76% of CureVac's shares have entered into agreements to support the transaction, which BioNTech expects will help meet the minimum acceptance threshold of 80% of CureVac's shares [10]