CureVac’s Independence Concludes as BioNTech Acquisition Finalizes

The era of CureVac as an independent publicly traded company has drawn to a close. Following a 25-year journey, the Tübingen-based mRNA pioneer’s standalone story on the Nasdaq is effectively over, with industry peer BioNTech now taking the helm. This move triggers a definitive transition for remaining shareholders and marks a significant consolidation within the German biotech sector.

The completion of BioNTech’s tender offer has transferred control, with approximately 86.75% of CureVac shares tendered. This figure comfortably surpasses the minimum acceptance threshold of 80%, resulting in 195.3 million CureVac shares changing hands. Key long-term anchor investors, ATHOS KG and dievini Hopp BioTech, will maintain a background presence through their continued involvement with BioNTech.

With the deal closed, CureVac’s previous management team has voluntarily stepped down. Leadership is now firmly under BioNTech’s direction, spearheaded by CEO Prof. Ugur Sahin, alongside BioNTech manager Sierk Poetting and the newly appointed managing director, Ramón Zapata-Gomez. In the near term, CureVac’s day-to-day operations are expected to continue largely unchanged to ensure stability, while BioNTech simultaneously advances the strategic, operational, and scientific integration.

A central component of this consolidation is CureVac’s research and production facility in Tübingen, which will be incorporated into BioNTech’s infrastructure. This integration is designed to bolster BioNTech’s capabilities in mRNA design, delivery formulations, and manufacturing capacity. Prof. Sahin has characterized the transaction as an opportunity to deepen BioNTech’s mRNA platform, creating a combined bundle of technology, development expertise, and production scale.

Delisting Timeline and Shareholder Implications

The next major procedural step is CureVac’s delisting from the Nasdaq. With the freely tradable float having fallen below 15%, the stock was removed from major indices on December 24, 2025. The exchange has confirmed the subsequent schedule:

• January 5, 2026: Anticipated final trading day, with trading suspension set for 7:50 PM.
• January 6, 2026: Planned execution of the merger.
• January 7, 2026: Formal suspension from the Nasdaq.

For shareholders who have not yet tendered their shares, a subsequent squeeze-out process will automatically exchange their CureVac holdings for BioNTech American Depositary Shares (ADS). The exchange ratio remains fixed at 0.05363 BioNTech ADS per CureVac share, implying an aggregate equity value for CureVac of approximately $1.25 billion. A critical tax consideration is that this automatic allocation of BioNTech ADS is subject to a 15% Dutch dividend withholding tax due to the structure of the transaction.

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

Market activity has reflected this transition with volatile but not extreme trading. While CureVac shares recently posted a weekly gain of over 22%, they remain in negative territory on a 30-day view.

Financial Position and Resolved Legal Matters

Financially, CureVac was not acquired from a position of distress. Its balance sheet showed substantial liquidity at the time of the takeover, as illustrated by third-quarter 2025 figures:

• Liquid assets of €416.1 million as of September 30, 2025.
• An operating profit of €310.2 million for Q3 2025.
• Earnings per share of €1.21 for the same quarter.
• A $370 million inflow from a settlement agreement in the United States with BioNTech and Pfizer.

This U.S. settlement, reached in August 2025, resolved patent disputes and established a new licensing agreement. Under its terms, CureVac—and now BioNTech—will receive royalty payments for certain mRNA vaccines. Concurrently, ongoing patent litigation in Germany against Pfizer/BioNTech has been paused until the acquisition is fully complete.

A significant contingent liability remains, however. The European Commission may seek reimbursement of up to €450 million related to an advance purchase agreement for CureVac's initial COVID-19 vaccine candidate. CureVac has contested the audit findings and vowed to challenge any payment demands. This issue now effectively becomes BioNTech’s responsibility.

The Path Forward for Remaining Investors

For remaining minority shareholders, options are limited. Independent trading of CureVac stock will cease, and continuing as a minority shareholder in CureVac is not a viable path. All outstanding shares will be converted to BioNTech ADS through the subsequent legal merger steps.

This concludes CureVac’s chapter as a distinct equity. What remains is its embedding into a significantly larger entity that absorbs its technology, facilities, and financial standing. For investors, the focus shifts from the speculative narrative of CureVac alone to the broader, more diversified BioNTech platform, where the Tübingen operations will become one component among many.