German biotech firm BioNTech SE (BNTX) entered a merger agreement on June 12, 2025, to acquire domestic peer CureVac N.V. (CVAC) in a deal valued at $1.25 billion.
Under the terms of the agreement, each CureVac share will be exchanged for about $5.46 in BioNTech ADSs, representing a premium of 34.15% from the stock’s last close.
The consideration is subject to a collar mechanism, such that if the 10-day volume weighted average price of the BioNTech ADSs ending on the fifth business day before the closing of the offer (VWAP) exceeds $126.55, the exchange ratio would be 0.04318, and if the VWAP is lower than $84.37, the exchange ratio would be 0.06476.
CureVac is a clinical-stage biopharmaceutical company developing mRNA-based medicines, including vaccines and cancer immunotherapies, with a focus on infectious diseases and oncology.
BioNTech is a global biotechnology company developing next-generation immunotherapies and mRNA-based vaccines for cancer and infectious diseases.
With the acquisition of CureVac, BioNTech plans to enhance its efforts in developing, producing, and bringing to market new mRNA-based cancer treatments. “This transaction is another building block in BioNTech’s oncology strategy and an investment in the future of cancer medicine,” said Ugur Sahin, CEO of BioNTech.
CureVac’s operating subsidiary will become a wholly owned subsidiary of BioNTech. As part of the acquisition, BioNTech will integrate CureVac’s advanced research and manufacturing facility in Tübingen.
Upon closing of the transaction, expected in 2025, CureVac shareholders are expected to own between 4% and 6% of BioNTech.
Certain CureVac shareholders, representing 36.76% of the company’s shares—including dievini Hopp BioTech—have agreed to support the deal. They have signed agreements to tender their shares in the exchange offer.
The German Federal Government has expressed a generally positive view of the deal. Based on this, BioNTech believes that Kreditanstalt für Wiederaufbau (KfW), which holds 13.32% of CureVac on behalf of the government, will also support the transaction by tendering its shares.
Together, BioNTech expects to have commitments from shareholders representing 50.08% of CureVac’s shares, moving closer to the 80% minimum needed for the exchange offer to succeed.
Goldman Sachs Bank Europe served as financial advisor to CureVac, with legal counsel provided by Skadden, Arps, Slate, Meagher & Flom and NautaDutilh. BioNTech received financial advice from PJT Partners and legal counsel from Covington & Burling, Hengeler Mueller Partnerschaft von Rechtsanwälten mbB, and Loyens & Loeff.
BioNTech is paying 3.18 times the EBITDA of CureVac.
For more information about this merger and acquisition transaction, please visit the Deal Metrics page here:
Deal Metrics for the acquisition of CureVac N.V. (CVAC) by BioNTech SE (BNTX)
The Deal Metrics page for each merger or acquisition includes:
Disclaimer: Please conduct your own due diligence before buying or selling any securities mentioned in this article. We do not guarantee the completeness or accuracy of the content or data provided in this article.
Editor’s Note: Baranjot Kaur contributed to this article