CureVac’s Final Chapter: Shareholders Prepare for BioNTech Integration

The curtain is set to fall on CureVac's 25-year run as an independent, publicly traded mRNA specialist. In the coming days, the company will complete its delisting from the Nasdaq, marking the final step in its acquisition by industry peer BioNTech. For investors, this transition converts a speculative biotech holding into a direct stake in the larger, more established BioNTech.

A definitive timeline for the stock's removal has been established by the Nasdaq exchange. Based on a corporate action notice dated December 27, 2025, the schedule is as follows:

• January 5, 2026: Final day of trading, concluding at approximately 7:50 PM Eastern Time.
• January 6, 2026: Official closing date for the merger with BioNTech.
• January 7, 2026: Permanent suspension of CureVac share trading.

This is an all-stock transaction. BioNTech's voluntary tender offer, which expired on December 18, 2025, successfully secured approximately 86.75% of CureVac's outstanding shares. In total, 195.3 million CureVac shares were exchanged for BioNTech American Depositary Shares (ADS) at a fixed ratio of 0.05363 BioNTech ADS per CureVac share.

Deal Valuation and Shareholder Premium

The transaction values CureVac at approximately $1.25 billion. This figure is based on BioNTech's volume-weighted average share price of $101.88 over the ten trading days ending November 25, 2025. The implied value for CureVac shareholders is roughly $5.46 per share.

When measured against CureVac's average share price of $3.53 in the three months preceding the deal's announcement in June 2025, this represents a premium of 55%. Shareholders who tendered their stock received an aggregate sum of about 10.5 million BioNTech ADS.

Market pricing has recently converged toward this calculated exchange value. The stock last traded at $4.52, a level significantly above its annual low but still slightly below the theoretical swap value.

The Squeeze-Out for Remaining Shareholders

BioNTech intends to acquire the remaining 13.25% of CureVac equity through a squeeze-out procedure in January 2026. Holders who have not yet tendered their shares will receive the same exchange ratio as those who participated in the initial offer.

A crucial distinction lies in the tax treatment:
* Non-tendering shareholders will be subject to a 15% Dutch dividend withholding tax.
* Shareholders who participated in the original tender offer are not liable for this tax burden.

While this ensures economic parity, latecomers must account for potential tax deductions.

New Leadership and Operational Merging

The closure of the tender offer on December 18 also triggered a full management transition. CureVac's entire former executive board has resigned. The new leadership team now consists of senior BioNTech personnel:

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

• Prof. Ugur Sahin, CEO and Co-Founder of BioNTech
• Dr. Sierk Poetting, Chief Operating Officer of BioNTech
• Ramón Zapata-Gomez, Managing Director

Operational integration is already evident. CureVac's former website now redirects to BioNTech's online presence, a clear signal that the company is being absorbed into the corporate structure.

Strategic Assets Acquired by BioNTech

Through this acquisition, BioNTech gains control of several key CureVac mRNA technologies and pipeline projects, including:

• The RNA Printer® platform for automated mRNA production.
• The FRAMEpro algorithm for antigen identification.
• CVGBM, a Phase 1 candidate for glioblastoma.
• CVHNLC, a candidate for squamous non-small cell lung cancer with EMA study clearance.
• The Tübingen production site, to be integrated into BioNTech's global manufacturing network.

A major ancillary benefit is the resolution of a central conflict: the long-running patent dispute over mRNA-based COVID-19 vaccines is effectively concluded by the transaction. In August 2025, CureVac, BioNTech, and Pfizer agreed to a $370 million settlement that ended U.S. litigation.

A Final Glimpse at CureVac's Standalone Finances

CureVac reported its last independent quarterly results shortly before the transition. For Q3 2025 (published November 24, 2025), the company disclosed:

• Liquid Assets: €416.1 million
• Q3 2025 Revenue: €54.1 million
• Q3 2025 Operating Result: €310.2 million
• Q3 2025 Earnings Per Share: €1.21

The exceptionally high operating result was primarily driven by one-time effects: payments from the $370 million U.S. settlement and an additional $50 million from a revised licensing agreement with GSK. Consequently, this figure offers limited insight into the company's underlying, structural profitability.

Pre-Delisting Share Performance and Index Removal

CureVac's equity has staged a notable recovery in recent months. On a twelve-month view, the return exceeds 30%, with the share price nearly doubling from its 52-week low in April. It continues to trade somewhat below the calculated exchange value, reflecting residual uncertainty until the deal's finalization.

As the free float dipped below 15%, the stock was removed from relevant indices, including the Solactive Global Vaccines and Infectious Diseases Index, on December 24, 2025. This eliminated the index-based rationale for many institutional investors to hold the shares, another step toward the end of public trading.

Conclusion and Forward Look

CureVac closes its book as an independent listed entity on January 5, 2026, with the legal merger closing scheduled for January 6. For remaining shareholders, the deal will be technically executed via the squeeze-out in the coming weeks. They will receive the same share exchange as earlier participants but must consider the potential Dutch withholding tax.

For BioNTech, the strategic work now begins. The company has announced it will conduct comprehensive strategic, operational, and scientific analyses to define the future structure and portfolio of the combined mRNA platforms. While CureVac's distinct stock market story is ending, its technologies and projects will continue within a significantly larger framework.