BIONTECH SEC Filings

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.

BioNTech entered a materially significant collaboration with Bristol-Myers Squibb to develop and commercialize the investigational bispecific antibody BNT327. Under the amended and restated agreement, BMS will pay $1.5 billion upfront plus $2.0 billion in non-contingent anniversary payments through 2028, and BioNTech is eligible for up to $7.6 billion in additional milestones. The parties will equally share global profits and losses and will generally split development costs equally, with adjusted sharing when one party contributes proprietary assets to a combination trial. BioNTech will initially supply clinical material and lead manufacturing transfer to BMS, after which BMS will assume commercial supply while BioNTech retains the right to supply a percentage of commercial product. Co-exclusive IP licenses and joint governance structures for development and commercialization are established.

BioNTech SE (BNTX) Form 144 notice reports a proposed sale of 500,000 American Depositary Shares through Goldman Sachs & Co. LLC with an approximate aggregate market value of $56,230,000 and an approximate sale date of 09/05/2025. The ADS class shows 237,725,735 shares outstanding. The filing states the 500,000 ADS were originally acquired in a private placement on 01/05/2018 from BioNTech SE and paid in cash. The notice also lists multiple prior sales by AT Impf GmbH during the past three months, including transactions on 06/05/2025 (50,000 ADS), 07/10/2025 (40,000 ADS), and several July 2025 dates down to 4,500 and 500 ADS, each with reported gross proceeds. The filer certifies no undisclosed material adverse information.