BioNTech Closes Acquisition of CureVac N.V. Including Subsequent Offering Period to Strengthen its Unique Position in the mRNA Field

Rhea-AI Summary

BioNTech (Nasdaq: BNTX) closed its exchange offer to acquire CureVac on December 18, 2025, after a Subsequent Offering Period expired at 12:01 a.m. ET.

Approximately 86.75% of CureVac shares were validly tendered; BioNTech expects to complete compulsory acquisition of remaining shares in January 2026. CureVac shares will no longer trade following the post-offer reorganization. Management changes at CureVac were implemented with former CureVac board members voluntarily resigning and three BioNTech executives appointed to the CureVac management board.

BioNTech said the acquisition complements its proprietary capabilities in mRNA design, delivery formulations, and mRNA manufacturing and supports its oncology strategy, including joint development of pumitamig (BNT327/BMS986545) with Bristol Myers Squibb.

Positive

• Acquisition closed with 86.75% of CureVac shares tendered
• BioNTech gains CureVac mRNA design, delivery, and manufacturing capabilities
• Transaction supports BioNTech oncology programs including pumitamig collaboration

Negative

• Remaining ~13.25% of CureVac shares subject to compulsory acquisition in January 2026
• CureVac shares will no longer be tradable after post-offer reorganization

Key Figures

CureVac shares tendered 195,341,219 shares Validly tendered into BioNTech’s exchange offer as of Subsequent Offering Period expiry

Tendered ownership 86.75% Portion of CureVac’s issued and outstanding shares acquired via the offer

Compulsory acquisition timing January 2026 Expected completion of compulsory acquisition of remaining CureVac shares

Q3 2025 revenue €1,518.9 million BioNTech third quarter 2025 revenue, year-over-year increase

Q3 2025 net loss €28.7 million BioNTech basic/diluted loss per share €0.12 in Q3 2025

Cash and securities €16,704.9 million Cash, cash equivalents and securities as of September 30, 2025

Upfront BMS payment $1.5 billion Upfront payment from Bristol Myers Squibb for BNT327 collaboration

Non-contingent anniversary payments $2.0 billion BMS anniversary payments through 2028 under amended BNT327 agreement

Market Reality Check

$92.50 Last Close

Volume Volume 971,305 is below the 20-day average of 1,354,207 ahead of the acquisition news. normal

Technical Shares at $91.60 are trading below the 200-day MA of $103.04 and below the 52-week high of $129.27.

Peers on Argus

Peer biotech moves are mixed, with names like INSM at -0.79% and GMAB at +0.44%, suggesting today’s BioNTech move is more company-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	Clinical data update	Positive	-1.5%	Phase 2 pumitamig data showed encouraging efficacy and safety in TNBC.
Dec 03	Acquisition progress	Positive	+0.7%	CureVac exchange offer met minimum condition with over 81% of shares tendered.
Nov 26	Acquisition terms detail	Positive	+3.0%	Shared timing and exchange ratio details for CureVac offer and EGM approval.
Nov 03	Earnings and update	Positive	+0.0%	Q3 2025 results with higher revenue, strong cash and raised guidance.
Oct 28	R&D day announcement	Neutral	-1.0%	Announcement of Innovation Series R&D Day outlining strategy and pipeline.

Pattern Detected

Recent BioNTech news has mostly been positive, with share-price reactions generally modest and one notable divergence where strong clinical data coincided with a price decline.

Recent Company History

This announcement caps a series of CureVac-related milestones. On Oct 21, 2025 and Oct 22, 2025, BioNTech detailed its exchange offer structure via F-4 and 6-K filings. Subsequent press releases on Nov 26 and Dec 3, 2025 confirmed key offer terms and achieving the minimum tender condition. Alongside this, BioNTech reported solid Q3 2025 revenues and advanced pumitamig clinical data. Today’s full closing of the CureVac deal follows through on that strategic path.

Market Pulse Summary

This announcement confirms BioNTech’s transition from offer phase to full integration, with 86.75% of CureVac shares tendered and compulsory acquisition targeted for January 2026. It strengthens BioNTech’s mRNA platform alongside its pumitamig oncology efforts and follows earlier detailed F-4 and 6-K disclosures. Investors may track how the combined portfolio, manufacturing footprint, and organizational setup evolve and interact with existing late-stage programs.

Key Terms

exchange offer financial

"completed its exchange offer to acquire CureVac"

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

subsequent offering period regulatory

"the subsequent offering period (the “Subsequent Offering Period”) of the exchange offer"

A subsequent offering period is a later time window after an initial securities sale when a company can sell additional shares or other securities using the same registration or offering program. It matters to investors because these follow-on sales can dilute existing ownership, increase available supply and pressure the market price, and signal the company’s ongoing funding needs—like a store restocking an item, which can push prices down if supply outpaces demand.

compulsory acquisition regulatory

"expects to complete the compulsory acquisition of the remaining CureVac shares"

Compulsory acquisition is a legal process that lets a buyer force remaining shareholders to sell their shares after the buyer has gained a controlling stake, so ownership becomes concentrated or single-handed. Investors should care because it ends minority shareholders’ ability to influence the company and sets a fixed cash price for their shares, similar to a landlord buying out the last tenants so they can remodel the whole building without negotiating with each resident.

bispecific antibody medical

"pumitamig (BNT327/BMS986545), a bispecific antibody candidate targeting PD-L1 and VEGF-A"

A bispecific antibody is a specially designed protein that can attach to two different targets at the same time. Think of it as a custom-made connector that brings two things together—such as a disease cell and an immune system component—helping the body fight illnesses more effectively. For investors, understanding bispecific antibodies is important because they represent innovative therapies that could lead to new treatments and potentially lucrative market opportunities.

pd-l1 medical

"bispecific antibody candidate targeting PD-L1 and VEGF-A"

PD-L1 is a protein found on the surface of some cells that acts like a stop sign for the immune system, telling certain immune cells to back off. It matters to investors because many cancer drugs and diagnostic tests target or measure PD-L1 to unlock immune responses or predict which patients will benefit, affecting clinical success, regulatory approval, and potential sales in the oncology market.

vegf-a medical

"bispecific antibody candidate targeting PD-L1 and VEGF-A"

VEGF-A is a naturally occurring protein that acts like a growth signal for new blood vessels, helping tissues develop or repair their blood supply. It matters to investors because many drugs and diagnostics target or measure VEGF-A to treat conditions such as cancers and eye diseases, so changes in clinical trial results, regulatory decisions, or new therapies related to VEGF-A can directly affect the value and prospects of companies developing those treatments.

management board regulatory

"will constitute the Management Board of CureVac SE"

The management board is the group of senior executives who run a company’s daily operations and carry out its strategy, like a ship’s captain and officers steering and managing the crew. Investors watch this team because their decisions on budgeting, hiring, product direction and risk control directly affect revenue, costs and long‑term value; strong, trustworthy managers can boost returns while weak or erratic leadership can reduce them.

AI-generated analysis. Not financial advice.

• BioNTech has completed its exchange offer to acquire CureVac
• Acquisition complements BioNTech’s capabilities and proprietary technologies in mRNA design, delivery formulations, and mRNA manufacturing
• In total, approximately 86.75% of CureVac shares were tendered; BioNTech expects to complete the compulsory acquisition of the remaining CureVac shares in January 2026 as part of the previously announced post-offer reorganization
• CureVac will continue to operate under its existing organizational processes, while BioNTech will conclude the strategic, operational, and scientific analyses required to define the future organizational and portfolio setup

MAINZ, Germany, December 18, 2025 – BioNTech SE (Nasdaq: BNTX, “BioNTech”, or “the Company”) today announced the closing of its acquisition of CureVac N.V. (Nasdaq: CVAC, “CureVac”) and that the subsequent offering period (the “Subsequent Offering Period”) of the exchange offer (the “Offer”) for all outstanding shares of CureVac expired today at 12:01 a.m. Eastern Time. With the successful acquisition, BioNTech intends to further complement its capabilities and proprietary technologies in mRNA design, delivery formulations, and mRNA manufacturing. The acquisition builds on BioNTech’s proven track record and established position in the global mRNA industry and supports the execution of the Company’s oncology strategy which focuses on two pan-tumor programs: mRNA-based cancer immunotherapy candidates, and pumitamig (BNT327/BMS986545), a bispecific antibody candidate targeting PD-L1 and VEGF-A, which is being jointly developed with Bristol Myers Squibb Company (NYSE: BMY, “BMS”).

“I want to thank everyone who helped make this transaction a success. It deepens our mRNA technology platform and offers potential to expand the ways we can develop mRNA as a new therapeutic drug class,” said Prof. Ugur Sahin, M.D., CEO and Co-Founder of BioNTech. “With an approved mRNA product and multiple late-stage programs spanning distinct mechanisms of action, we are advancing a new generation of medicines aimed at delivering meaningful benefits for patients.”

“With this acquisition, the pioneering efforts of two of Germany’s early mRNA firms are being brought together – a synergy of vision and technology. It is no coincidence that both originated in Germany, backed by dedicated long-term oriented family offices with an entrepreneurial spirit such as ATHOS KG and the dievini Hopp BioTech holding,” said Helmut Jeggle, Chairman of the BioNTech Supervisory Board. “This transaction has significant potential to contribute to the country’s innovation agenda to shape, not just follow, the next wave of innovation with global impact.”

Following the closing of the acquisition, Prof. Ugur Sahin, M.D., Sierk Poetting, Ph.D., and Ramón Zapata-Gomez will constitute the Management Board of CureVac SE as the former members of the CureVac SE Management Board voluntarily resigned from their positions. CureVac will maintain its existing organizational processes to ensure a seamless continuity of its business, while BioNTech will conclude the strategic, operational and scientific analyses required to define the future organizational and portfolio setup.

BioNTech was informed by Computershare Trust Company, N.A., the exchange agent for the Offer, that, as of the expiration time of the Subsequent Offering Period, a total of 195,341,219 CureVac shares, collectively representing approximately 86.75% of CureVac’s issued and outstanding shares, were validly tendered in the Offer. The Company expects to complete the compulsory acquisition of the remaining CureVac shares in January 2026 as part of the previously announced post-offer reorganization. CureVac shares will no longer be available for trading following the post-offer reorganization.

Further information on the Offer, including the post-offer reorganization, was previously laid out in BioNTech press releases issued on November 26, 2025 and December 3, 2025.

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, Genmab, MediLink, OncoC4, Pfizer and Regeneron.

For more information, please visit www.BioNTech.com.

Cautionary Statement Regarding Forward-Looking Statements
This document includes “forward-looking statements.” 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 Offer and other transactions contemplated by the purchase agreement, dated June 12, 2025, by and between BioNTech and CureVac (the “Purchase Agreement”), the benefits sought to be achieved in the transactions, the potential and capacity of BioNTech following the transaction, and the potential effects of the 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 current beliefs and expectations regarding future events and are not guarantees of future performance and involve risks and uncertainties. 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 statements.

Risks and uncertainties include, but are not limited to, the effects of disruption from the transactions contemplated by the Purchase Agreement and the impact of the transactions on BioNTech’s business, including its relationships with employees, business partners or governmental entities; the outcome of any legal proceedings relating to the transactions; a diversion of management’s attention from ongoing business operations and opportunities as a result of the transactions contemplated by the Purchase Agreement or otherwise; general industry conditions and competition; general political, economic and business conditions, including interest rate, inflation, tariff and currency exchange rate fluctuations, and the ongoing Russia-Ukraine and Middle East conflicts; the impact of regulatory developments and changes in the United States, Europe and countries and regions outside of Europe, including with respect to tax matters; the impact of pharmaceutical industry regulation and health care legislation in the United States, Europe and elsewhere; the particular prescribing preferences of physicians and patients; competition from other products; challenges and uncertainties inherent in new product development; ability to obtain or maintain proprietary intellectual property protection; safety, quality, data integrity or manufacturing issues; and potential or actual data security and data privacy breaches.

BioNTech does not undertake any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in BioNTech’s Annual Report on Form 20-F for the year ended December 31, 2024, as amended by any subsequent filings made with the SEC, available on the SEC’s website at www.sec.gov.

CONTACTS

Investor Relations
Douglas Maffei, Ph.D.
Investors@BioNTech.de

Media Relations
Jasmina Alatovic
Media@BioNTech.de

FAQ

When did BioNTech complete the acquisition of CureVac (BNTX)?

BioNTech closed the exchange offer on December 18, 2025 after the Subsequent Offering Period expired.

How many CureVac shares were tendered in the BNTX exchange offer?

195,341,219 CureVac shares were validly tendered, representing approximately 86.75% of shares outstanding.

What will happen to remaining CureVac shares after the BNTX acquisition?

BioNTech expects to complete a compulsory acquisition of the remaining shares in January 2026 and CureVac shares will no longer be tradable.

Will CureVac keep operating after the BNTX acquisition?

CureVac will continue to operate under existing processes while BioNTech finalizes strategic, operational, and scientific analyses for future setup.

What strategic capabilities does BioNTech gain from acquiring CureVac (BNTX)?

BioNTech said the acquisition complements its proprietary capabilities in mRNA design, delivery formulations, and mRNA manufacturing.

Does the acquisition affect BioNTech's oncology programs like pumitamig?

BioNTech stated the acquisition supports its oncology strategy, including pan-tumor mRNA programs and the joint pumitamig program with Bristol Myers Squibb.