CureVac’s Final Chapter: BioNTech Acquisition Nears Completion

The independent journey of CureVac as a publicly traded company is drawing to a definitive close. Following a successful tender offer from fellow mRNA developer BioNTech, the firm is poised for a squeeze-out procedure, rendering its shares increasingly illiquid ahead of a full delisting from the Nasdaq exchange in the coming months. For remaining shareholders, the process is now largely a technical and administrative matter.

This transaction unites two pioneering German biotech firms in the messenger RNA field under a single corporate umbrella. BioNTech's acquisition is strategically motivated, targeting synergies across technology, intellectual property, and product pipelines.

Technology and Manufacturing Gains
BioNTech secures access to CureVac's advanced mRNA design capabilities, additional formulation and delivery technologies, and manufacturing facilities in Tübingen. A key asset is CureVac's proprietary RNA Printer® technology, bolstering BioNTech's end-to-end platform from research and development through to production.

Oncology Pipeline Expansion
In the critical area of cancer immunotherapies, BioNTech inherits several clinical programs, including:
* CVGBM: A Phase 1 program targeting glioblastoma.
* CVHNLC: A candidate for squamous non-small cell lung cancer, which holds an EMA Clinical Trial Application approval.
* A platform for individualized, precision cancer immunotherapies powered by the FRAMEpro antigen identification algorithm.

These elements are designed to complement and extend BioNTech's existing oncology research efforts.

Resolution of Legal Disputes
The merger also resolves ongoing intellectual property conflicts. In August 2025, CureVac reached a $370 million settlement agreement in the U.S. with BioNTech and Pfizer concerning patents related to mRNA-based COVID-19 vaccines. The integration effectively concludes this major legal chapter between the companies.

Tender Offer Finalized and New Leadership

BioNTech confirmed the completion of its exchange offer for CureVac shares on December 18, 2025, marking the end of a subsequent acceptance period that closed at 12:01 a.m. U.S. Eastern Time. The offer was initially announced on June 12, 2025.

Key transaction details include:
* Acceptance Rate: 195,341,219 CureVac shares tendered, representing approximately 86.75% of the share capital.
* Minimum Threshold: The 80% condition was clearly exceeded.
* Valuation: The pure share-swap transaction carries an implied value of around $1.25 billion.
* Exchange Ratio: 0.05363 BioNTech American Depositary Shares (ADS) for each CureVac share.
* Timeline:
* Announcement: June 12, 2025
* End of initial acceptance period: December 3, 2025
* End of subsequent acceptance period: December 18, 2025

Concurrently, CureVac's executive board has been reconstituted. The previous members voluntarily resigned, with the new board now comprising:
* Prof. Ugur Sahin, M.D. – CEO and Co-founder of BioNTech
* Dr. Sierk Poetting – Chief Operating Officer of BioNTech
* Ramón Zapata-Gomez – newly appointed Managing Director

BioNTech has stated that CureVac will initially maintain its existing operations to ensure business continuity, while strategic, operational, and scientific analyses are conducted to define the future integrated organization and portfolio.

Financial Snapshot and Pending EU Matter

CureVac's final quarterly report as a standalone entity (Q3 2025, published November 24, 2025) showed the following figures as of September 30, 2025:
* Cash & Equivalents: €416.1 million
* Q3 2025 Revenue: €54.1 million
* Q3 2025 Operating Result: €310.2 million
* Q3 2025 Net Income: €273.2 million
* Q3 2025 Earnings Per Share: €1.21

Should investors sell immediately? Or is it worth buying CureVac?

These robust results were primarily driven by one-time effects, notably the $370 million U.S. legal settlement with BioNTech/Pfizer and a $50 million adjustment from the amended licensing agreement with GSK.

Outstanding EU Prepayment Review
An unresolved matter transferring to BioNTech involves a European Commission audit concerning a €450 million advance purchase agreement for CureVac's first-generation COVID-19 vaccine candidate. The Commission's final report was issued on November 18, 2025. CureVac has contested some of its findings. Should the EU pursue clawbacks or penalties, the company—now under BioNTech's control—has stated it will defend against any such claims.

Market Impact and the Path to Delisting

The high acceptance rate of the tender offer reduced CureVac's free float below the critical 15% threshold, triggering immediate index exclusions. As of December 24, 2025, the stock was removed from benchmarks including the Solactive Global Vaccines and Infectious Diseases Index.

Trading liquidity has diminished significantly as institutional investors exited via the offer. On December 22, the share price hit a new 52-week low of $4.01, trading well below its 50-day moving average of approximately $5.20 and its 200-day line near $5.30.

Price action throughout 2025 was volatile:
* Year-to-Date Performance: Up roughly 26% prior to the final takeover phase.
* December 2025: Declined approximately 18–24%.
* 52-Week Range: $2.4750 to $5.7200.

Recent movements primarily reflect the shift from market-driven trading to the procedural wind-down of the acquisition.

Squeeze-Out and Delisting Schedule
BioNTech has announced it will acquire the remaining ~13.25% of shares through a mandatory squeeze-out procedure. The outlined timeline is as follows:
1. January 2026: Execution of the squeeze-out.
2. Post-Reorganization: Effective end of trading in CureVac shares.
3. Spring 2026: Full termination of the Nasdaq listing expected.

Shareholders who did not tender their shares during the offer period will receive BioNTech ADS (with cash compensation for fractional shares) during the subsequent reorganization. However, this group faces a potential 15% Dutch dividend withholding tax on the consideration received, a risk not present in the original tender offer.

Outlook for Remaining Investors

The investment thesis for remaining CureVac shareholders has fundamentally shifted. Traditional valuation metrics and technical analysis are largely irrelevant, as the share price is now essentially pegged to the fixed exchange ratio with BioNTech.

The focus is now on key administrative milestones:
* January 2026: Implementation of the squeeze-out.
* Post-Reorganization: Final settlement with remaining shareholders in BioNTech ADS (and possible cash components).
* Spring 2026: Anticipated completion of the full delisting from Nasdaq.

This marks the end of CureVac's over 25-year history as an independent entity, representing a significant consolidation within the mRNA sector. For its shareholders, the process is now a final administrative phase, complete with potential tax implications for those who did not participate in the initial offer.