(b) Securities. CureVac Shares are the subject securities in the Exchange Offer. Reference is made to
the information relating to CureVac Shares set forth in Exhibit 2.5 to CureVac’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 25, 2023, which is
incorporated into this Schedule TO by reference. As of October 17, 2025, there were 225,181,647 CureVac Shares outstanding.
(c) Trading Market
and Price. The information set forth in the sections of the Exchange Offer Prospectus entitled “Summary — Comparative Per Share Market Price Information” and “Summary — Comparative Share Prices and Dividends”
is incorporated into this Schedule TO by reference.
| Item 3. |
Identity and Background of Filing Person. |
(a)-(c) Name and Address; Business and Background of Entities; and Business and Background of Natural Persons. The information set forth in
(i) the sections of the Exchange Offer Prospectus entitled “Summary — The Companies,” “The Companies,” “Background of the Transactions — Directors and Management of BioNTech and CureVac or New Topco, as
applicable, following the Closing of the Offer,” and “Where You Can Find More Information and Incorporation by Reference” and (ii) Item 6 of BioNTech’s Annual Report on Form 20-F
for the year ended December 31, 2024, filed with the SEC on March 10, 2025, is incorporated into this Schedule TO by reference.
| Item 4. |
Terms of the Transaction. |
(a) Material Terms. The information set forth in the following sections of the Exchange Offer Prospectus is incorporated into this Schedule TO by
reference: “Questions and Answers,” “Summary,” “Background of the Transactions,” “The Offer,” “Material United States Federal Income Tax Considerations,” “Material German Tax
Considerations,” “Material Dutch Tax Considerations,” “The Purchase Agreement,” “Description of BioNTech Capital Stock,” and “Comparison of Rights of BioNTech Shareholders and CureVac
Shareholders,” as well as the cover page. In addition, the information set forth in the Letter of Transmittal is incorporated into this Schedule TO by reference.
| Item 5. |
Past Contacts, Transactions, Negotiations and Agreements. |
(a)-(b) Transactions; Significant Corporate Events. The information set forth in the following sections of the Exchange Offer Prospectus is incorporated
into this Schedule TO by reference: “Summary,” “Background of the Transactions,” “The Offer,” “The Purchase Agreement,” and “The Tender and Support Agreements.”
| Item 6. |
Purposes of the Transaction and Plans or Proposals. |
(a) Purposes. The information set forth in the sections of the Exchange Offer Prospectus entitled “Background of the Transactions,”
“The Offer,” and “The Purchase Agreement” is incorporated into this Schedule TO by reference.
(c)(1)-(7) Plans. The
information set forth in the sections of the Exchange Offer Prospectus entitled “Summary,” “Background of the Transactions,” “The Offer — The Post-Offer Reorganization and the New Topco U.S. Tax Election,”
“The Purchase Agreement,” and “Description of BioNTech Capital Stock” is incorporated into this Schedule TO by reference.
| Item 7. |
Source and Amount of Funds or Other Consideration. |
(a) Source of Funds. The information set forth in the sections of the Exchange Offer Prospectus entitled “Summary,” “The Offer,”
and “The Purchase Agreement” is incorporated into this Schedule TO by reference.
(b) Conditions. The information set forth in the
sections of the Exchange Offer Prospectus entitled “Summary — Conditions to Closing of the Offer,” “Summary — Antitrust Approvals,” “Summary — Other Regulatory Approvals,” “Risk
Factors,” “The Offer,” and “The Purchase Agreement — Conditions to Closing of the Offer” is incorporated into this Schedule TO by reference.
(d) Borrowed Funds. Not applicable.
