BioNTech files purchase agreement to acquire CureVac through exchange offer

The agreement

BioNTech SE (Nasdaq: BNTX) filed a Form 6-K on June 17, 2025 with a purchase agreement dated as of June 12, 2025, between BioNTech and CureVac N.V., a Dutch public company. Under the agreement, BioNTech would acquire CureVac on the terms and subject to the conditions it sets out. BioNTech is to commence an exchange offer for any and all CureVac ordinary shares, par value €0.12 per share. An exchange offer is a takeover offer made directly to the target's shareholders.

The agreement's recitals say CureVac's management board and supervisory board approved the agreement and unanimously resolved to support the offer and recommend that shareholders accept it. BioNTech's management and supervisory boards each unanimously determined that the agreement and the transactions are in the best interests of BioNTech and its stakeholders. The agreement also provides for a legal downstream merger, which the parties intend to treat together with the offer for U.S. federal income tax purposes. In that merger CureVac would merge into a new holding company called New Topco, which would issue A shares to minority holders and B shares to BioNTech. The A shares would then be cancelled against repayment in kind of BioNTech ADSs and cash. The agreement also refers to ongoing litigation between CureVac and BioNTech, including a potential dismissal or mutually agreed settlement. Its table of contents lists sections on delisting and deregistration of CureVac and on BioNTech's stock exchange listing.

The exchange ratio and the conditions

The consideration is set by a formula, not a fixed price. The exchange ratio is $5.4641 divided by the BioNTech ADS volume-weighted average price, rounded to five decimal places. If that average is at or above $126.55, the ratio is 0.04318. If it is at or below $84.37, the ratio is 0.06476. Between those levels, the number of BioNTech ADSs each CureVac share receives moves against BioNTech's own price. Above $126.55 and below $84.37 the ratio stops changing, so a further move in BioNTech's price in either direction leaves the ratio where the formula caps it. The value a CureVac shareholder receives therefore depends on the BioNTech ADS price at the time the exchange is set. That price is a volume-weighted average over ten consecutive trading days, ending with the market close on Nasdaq on the fifth trading day before the offer expires.

The offer is subject to a minimum condition and to legal restraints, both defined in Annex I to the agreement. The threshold for the minimum condition is set out in that annex. The 6-K announcement gives no timetable for the offer, and the agreement is signed but not completed.

Tender agreements and open questions

Concurrently with signing, certain CureVac shareholders signed tender and support agreements. Each agreed to tender all CureVac shares that it, or its controlled affiliates, owns into the offer. The recitals describe those agreements as a condition of, and an inducement to, BioNTech's willingness to sign. The recitals do not name the shareholders.

BioNTech's annual report for 2024 lists reduced demand for its COVID-19 vaccine, Comirnaty, among the factors that could affect its results. The same list names pricing and coverage negotiations for that vaccine. The report is BioNTech's own description of its business, not an account of this deal.

The 6-K gives no count of BioNTech ADSs to be issued and no total value for the deal. Because the consideration is paid in BioNTech ADSs at a ratio that moves with the price, the dilution to existing BioNTech holders cannot be measured from the filing alone. The agreement's covenants section sets out how CureVac runs its business until completion (Section 5.01), gives BioNTech access to information (Section 5.02) and restricts CureVac from soliciting rival bids (Section 5.03). Regulatory approvals and efforts are covered in Section 7.01.

The offer rests on a minimum condition, on legal restraints and on the tender agreements holding through completion. None of those conditions is satisfied by the signing itself, and the filing does not say how long the process will take.

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