BioNTech exchange offer for CureVac expires December 3

BioNTech SE (NASDAQ: BNTX) announced that its exchange offer for all outstanding shares of CureVac N.V. (NASDAQ: CVAC) will expire at 9:00 a.m. Eastern Time on December 3, 2025. CureVac shareholders must tender their shares by 6:00 p.m. Eastern Time on December 2, 2025, due to operational deadlines at the Depository Trust Company and the exchange agent.

The exchange ratio stands at 0.05363 of a BioNTech American Depositary Share for each CureVac share, calculated based on the volume-weighted average price of BioNTech ADSs over the 10 trading days ending November 25, 2025, or $101.88.

CureVac shareholders approved matters related to the exchange offer at an extraordinary general meeting held on November 25, 2025, with over 99.16% of votes cast in favor of the proposals.

The offer requires BioNTech to acquire at least 80% of CureVac's outstanding shares. If BioNTech extends the offer four or more times and all other conditions are met, the minimum condition may be reduced to 75% of outstanding shares, with the offer extended for at least ten business days.

Following acceptance of tendered shares, BioNTech will provide a subsequent offering period of at least 10 business days in accordance with Securities Exchange Act regulations. The companies will then initiate a post-offer reorganization, which may subject non-tendering CureVac shareholders to a 15% Dutch dividend withholding tax.

Shareholders holding CureVac shares through brokers should provide instructions to their financial institutions. Other shareholders may follow instructions in the Letter of Transmittal distributed on October 21, 2025.

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