Globenewswire·2025-11-26 12:30Core Viewpoint - BioNTech SE has received overwhelming approval from CureVac shareholders for its exchange offer, with over 99.16% voting in favor, and expects to complete the offer promptly [1][9]. Group 1: Offer Details - The exchange offer for CureVac shares is set to expire at 9:00 a.m. Eastern Time on December 3, 2025, with shareholders advised to tender their shares by 6:00 p.m. Eastern Time on December 2, 2025 [2][9]. - The exchange ratio is established at 0.05363 of a BioNTech American Depositary Share (ADS) for each CureVac share, based on a volume-weighted average price of $101.88 over the 10 trading days ending November 25, 2025 [3][9]. - BioNTech will recalculate the exchange ratio if the offer is extended and will announce the new ratio via press release [3]. Group 2: Tendering Process - CureVac shareholders holding shares through brokers should provide instructions to their brokers to tender shares, while other shareholders can follow the instructions in the Letter of Transmittal [4]. - Following the acceptance of tendered shares, BioNTech will initiate a subsequent offering period of not less than 10 business days [4]. Group 3: Conditions and Reorganization - The offer is contingent upon BioNTech acquiring at least 80% of the outstanding CureVac shares, with a potential reduction to 75% if certain conditions are met [5]. - Upon satisfaction of all conditions, non-tendering CureVac shareholders will receive BioNTech ADSs or cash in lieu of fractional ADSs, subject to a 15% Dutch dividend withholding tax [6]. Group 4: Regulatory and Market Context - The announcement of the exchange ratio serves as a pricing notice under EU regulations for the public offering of BioNTech ADSs to CureVac shareholders in several European countries [7][9]. - BioNTech is a biopharmaceutical company focused on developing innovative therapies for cancer and other serious diseases, leveraging its expertise in mRNA technology [10].