BIONTECH SEC Filings

BioNTech SE is pursuing the acquisition of CureVac N.V. via a commenced exchange offer for all outstanding CureVac shares. To facilitate the share-for-ADS exchange, BioNTech has filed a Form F-4 registration statement (including an Exchange Offer Prospectus) and a Schedule TO, while CureVac has filed a Schedule 14D-9. The F-4 has not yet been declared effective by the SEC.

The transaction remains subject to customary conditions, including tender levels and required regulatory approvals, and the parties cite risks such as competing proposals, litigation costs, and potential delays. In Europe, an EU Prospectus has been approved by BaFin for use in Austria, Germany, France, Italy, the Netherlands and Spain, and a UK exemption document has been published. Investors can access the SEC and regional offering documents free of charge through company websites and the SEC’s database.

BioNTech SE commenced a public exchange offer for all outstanding shares of CureVac N.V., advancing its all‑stock acquisition to combine two mRNA pioneers. Each CureVac share will be exchanged for approximately $5.46 in BioNTech ADSs, implying an aggregate equity value of about $1.25 billion, subject to a collar tied to BioNTech’s 10‑day VWAP. If the VWAP is ≥ $126.55, the exchange ratio is 0.04318 ADS per CureVac share; if ≤ $84.37, the ratio is 0.06476 ADS.

The offer expires at 9:00 a.m. New York City time on December 3, 2025, unless extended or terminated. Closing conditions include at least 80% of CureVac shares tendered (BioNTech may reduce to 75% under certain circumstances) and required regulatory approvals. Following the offer, the companies plan a corporate reorganization to deliver 100% ownership of CureVac to BioNTech; non‑tendering holders would receive the same consideration, with potential 15% Dutch dividend withholding tax on ADSs issued via the reorganization. CureVac has called an EGM for November 25, 2025, with adoption of specified resolutions a condition to the offer’s expiration.

BioNTech SE announced the commencement of its public exchange offer for all outstanding shares of CureVac N.V., as disclosed in a press release furnished as Exhibit 99.1.

The report states this 6‑K is deemed filed and incorporated by reference into BioNTech’s registration statement on Form F-4 (File No. 333-289468) and its Forms S-8 (File Nos. 333-277105, 333-269740, 333-253263) from the filing date.

BioNTech SE launched an exchange tender offer for all CureVac N.V. ordinary shares. Each CureVac share can be exchanged for BioNTech American Depositary Shares (ADSs) based on a formula equal to $5.4641 divided by the 10-day BioNTech ADS volume‑weighted average price (VWAP) ending five trading days before the expiration. The exchange ratio is capped at 0.04318 BioNTech ADSs per CureVac share if the VWAP is ≥ $126.55, and floored at 0.06476 if the VWAP is ≤ $84.37.

The offer is open until 9:00 a.m. New York City time on December 3, 2025, unless extended or terminated in accordance with the purchase agreement. This is a stock‑for‑stock offer registered on Form F‑4 for the BioNTech ADSs to be issued. CureVac had 225,181,647 shares outstanding as of October 17, 2025; this is a baseline figure, not the amount being exchanged.

BioNTech SE filed an amended Form F-4 for an exchange offer to acquire all outstanding ordinary shares of CureVac N.V.. Each CureVac share will be exchanged for a number of BioNTech ADSs equal to $5.4641 divided by the 10‑day VWAP of BioNTech ADSs, subject to a collar that fixes the exchange ratio at 0.04318 if the VWAP is ≥ $126.55 or 0.06476 if ≤ $84.37.

The offer is scheduled to expire at 9:00 a.m. (New York City time) on December 3, 2025, unless extended. A minimum of 80% of CureVac’s issued and outstanding capital must be tendered (which may be reduced to 75% in certain circumstances). Shareholders representing approximately 57% of CureVac shares have entered tender and support agreements. Following acceptance, a subsequent offering period of at least 10 business days will be provided.

After the offer, a post‑offer reorganization is planned so that BioNTech becomes the sole owner of CureVac’s business. CureVac holders who do not tender will receive the same consideration in that process, though amounts received there may be subject to 15% Dutch dividend withholding tax in certain cases. Delivery of ADSs is expected about 10 business days after each required German capital increase becomes effective and could take up to three weeks or more.

BioNTech SE launched a public exchange offer to acquire all outstanding CureVac N.V. shares, registering and offering 15,061,575 new BioNTech ADSs in exchange. Each CureVac share will receive a number of ADSs equal to $5.4641 divided by the BioNTech ADS VWAP, subject to a collar: the exchange ratio is 0.04318 if VWAP ≥ $126.55 and 0.06476 if VWAP ≤ $84.37. Fractional ADSs will be settled in cash based on the VWAP.

The offer commenced on October 21, 2025 and initially runs until December 3, 2025, with the final exchange ratio set on November 25, 2025. A subsequent offering period of at least 10 business days will follow acceptance. Closing is conditioned on at least 80% of CureVac’s share capital tendered (reducible to 75% under certain circumstances), required regulatory approvals, and CureVac shareholder resolutions. BioNTech will not receive cash proceeds from the offer; estimated costs are about €17.5 million. Holders representing roughly 57% of CureVac shares signed tender and support agreements. The Offer ADSs will trade on Nasdaq under BNTX.

BioNTech SE launched an exchange offer to acquire all outstanding CureVac shares by issuing 15,061,575 newly registered ADSs of BioNTech in the UK offer described here. Holders of CureVac shares will receive BioNTech ADSs based on an exchange ratio equal to $5.4641 divided by the BioNTech ADS VWAP, with a collar fixing the ratio at 0.04318 if VWAP is ≥ $126.55 and at 0.06476 if VWAP is ≤ $84.37. Fractional ADSs will be paid in cash based on the VWAP.

The offer commences on October 21, 2025 and initially expires at 9:00 a.m. New York time on December 3, 2025, followed by a subsequent offering period of not less than 10 business days. Closing is subject to conditions including at least 80% of CureVac share capital tendered (reducible to 75% in certain circumstances), required regulatory approvals, no specified material adverse effects, and CureVac shareholder resolutions. BioNTech will not receive cash proceeds from the offer.

Support agreements covering approximately 57% of CureVac shares have been signed. As context, BioNTech notes an expected decrease in BioNTech shareholders’ aggregate percentage ownership of between 5.9% and 4.0%, depending on the final exchange ratio.