BioNTech has agreed to acquire all the shares of CureVac, a clinical-stage biotech company developing a novel class of transformative medicines in oncology and infectious diseases based on messenger ribonucleic acid (mRNA).

The all-stock transaction will bring together two complementary companies based in Germany and will build on BioNTech’s proven track record and established position in the global mRNA industry.

With the acquisition, BioNTech aims to strengthen the research, development, manufacturing, and commercialization of investigational mRNA-based cancer immunotherapy. The strategic transaction will complement BioNTech’s capabilities and proprietary technologies in mRNA design, delivery formulations, and mRNA manufacturing.

Under the terms of the Purchase Agreement, each CureVac share will be exchanged for approx. $5.46 in BioNTech ADSs, resulting in an implied aggregate equity value for CureVac of approx. $1.25 billion.

“This transaction is another building block in BioNTech’s oncology strategy and an investment in the future of cancer medicine,” said Prof. Ugur Sahin, M.D., CEO and Co-Founder of BioNTech. “We intend to bring together complementary capabilities and leverage technologies with the goal of advancing the development of innovative and transformative cancer treatments and establishing new standards of care for various types of cancer in the coming years.”

Dr. Alexander Zehnder, CEO of CureVac, said, “For more than two decades, both companies have operated with related ambitions, often tackling challenges from different angles. This transaction aims at combining complementary scientific capabilities, proprietary technologies, and manufacturing expertise in the mRNA field under one roof.”

Following the closing of the transaction, CureVac’s operating subsidiary will become a wholly owned subsidiary of BioNTech. As part of this plan, BioNTech will integrate CureVac’s research and manufacturing site in Tübingen.

Also, following the closing of the exchange offer BioNTech and CureVac will effectuate a corporate reorganization of CureVac and its subsidiaries, resulting in BioNTech owning 100% of CureVac’s business and interests in CureVac and its subsidiaries.

The transaction was unanimously approved by both BioNTech’s and CureVac’s management and supervisory boards, and is expected to close in 2025, subject to the satisfaction of customary closing conditions.

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