aibioBioNTech opens exchange offer for CureVac with 15,061,575 new ADSs registered
Tickers BNTX
BioNTech's offer documents register 15,061,575 new ADSs for CureVac shares, with the exchange ratio set by a $5.4641 formula and a collar. The offer opens October 21, 2025, and BioNTech's unaudited first-half figures show a net loss of €802.4 million.
Key facts
- Company
- BioNTech SE (NASDAQ: BNTX)
- News type
- Mergers
- Primary source
- BioNTech SE 425 (2025-10-20)
The offer
BioNTech SE (Nasdaq: BNTX) filed offer documents on October 20, 2025 for an exchange offer to the shareholders of CureVac N.V. (Nasdaq: CVAC). The documents, a UK exemption document filed under Rule 425, cover 15,061,575 newly registered BioNTech American Depositary Shares offered for all issued CureVac ordinary shares, par value €0.12 each. The offer follows a purchase agreement dated as of June 12, 2025 between the two companies.
For each tendered CureVac share, the holder receives a number of BioNTech ADSs equal to the tendered shares multiplied by the exchange ratio, taken to five decimals. Holders receive cash instead of any fractional ADS, less applicable tax withholding. The documents say BioNTech will accept tendered shares only after the offer conditions are satisfied or waived.
The 15,061,575 figure is the number of ADSs registered for the offer, not the number that will be issued. The actual issue depends on how many CureVac shares are tendered. As of October 17, 2025, BioNTech had 101,103,358 ADSs issued and CureVac had 225,181,647 shares outstanding.
The exchange ratio and the timetable
The exchange ratio is $5.4641 divided by the BioNTech ADS volume-weighted average price. That average is taken to four decimal places over ten consecutive trading days ending on the fifth trading day before the initial offer expires, as it may be extended. A collar applies. If the average is $126.55 or more, the ratio is 0.04318. If it is $84.37 or less, the ratio is 0.06476. Inside that band the ratio moves against BioNTech's price, so a lower ADS average means more ADSs per CureVac share. The date of the averaging period therefore matters to every holder.
The offer commences on October 21, 2025 at 4:00 p.m. New York City time. It is initially open until 9:00 a.m. New York City time on December 3, 2025, unless it is extended or terminated under the purchase agreement. Any extension must be announced by 9:00 a.m. on the business day after the offer was otherwise due to expire. After the acceptance time, a subsequent offering period of at least 10 business days follows under Rule 14d-11.
BioNTech's own figures
The documents include BioNTech's key financial data in euros for the six months to June 30, 2025. Those figures are presented as unaudited. Revenues were €443.6 million, against €316.3 million in the same period of 2024. The operating loss was €1,035.2 million, against €1,473.4 million, and the net loss was €802.4 million, against €1,122.9 million. Diluted loss per share was €3.33, against €4.67.
Cash flow turned negative. Net cash used in operating activities was €634.2 million in the first half of 2025, against cash generated of €1,309.9 million a year earlier. Cash and cash equivalents were €10,269.5 million at June 30, 2025, against €9,761.9 million at December 31, 2024. Total assets were €21,637.6 million and total equity €18,505.1 million at June 30, 2025.
The documents also list demand for BioNTech's COVID-19 vaccine as a key risk. They say demand is expected to continue to decrease in the near future, and that BioNTech's revenues currently depend heavily on sales of that vaccine. The full-year 2024 net loss was €665.3 million, and the 2023 result was a net profit of €930.3 million, so the vaccine's decline sits against a company that has moved from profit to loss in two years.
What the documents leave open
A reader can see the cash balance and the first-half operating outflow side by side, but the documents do not say how long the balance covers spending at the first-half pace. They also do not say what the offer would add to BioNTech's share count beyond the registered ADSs, or how the ADS average will move between now and the expiry date.
The offer is a transaction in which BioNTech issues its own ADSs to buy another company's shares. Its effect on BioNTech holders will depend on the final ADS count, the tender level and the price of BioNTech's ADSs when the average is set. Those three inputs are not known from the October 20 filing.