BioNTech SE announced a definitive agreement to acquire CureVac N.V. for approximately $1.25 billion in an all-stock transaction that will strengthen the German biotech giant's position in mRNA-based cancer immunotherapy development. The public exchange offer values each CureVac share at approximately $5.46 in BioNTech American Depositary Shares, representing a 55% premium to CureVac's three-month volume weighted average price of $3.53 as of June 11, 2025.
The strategic acquisition brings together two complementary German companies with over two decades of combined experience in mRNA technology development. BioNTech aims to leverage CureVac's proprietary technologies in mRNA design, delivery formulations, and manufacturing to accelerate its oncology pipeline, which focuses on two pan-tumor programs, mRNA-based cancer immunotherapy candidates, and BNT327, a PD-L1xVEGF-A bispecific antibody candidate.
Strategic Rationale and Technology Integration
"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, emphasized the transformative potential of combining the companies' capabilities: "This transaction aims at combining complementary scientific capabilities, proprietary technologies, and manufacturing expertise in the mRNA field under one roof."
CureVac's mRNA platform incorporates novel technologies designed to improve the efficacy, safety and cost-effectiveness of mRNA therapeutics, with enhanced immune responses at lower doses. The company has also developed lipid nanoparticles (LNPs) optimized for indication-specific use across infectious diseases and oncology, leveraging mRNA technology combined with advanced omics and computational tools to design off-the-shelf and personalized cancer vaccine product candidates.
Financial Structure and Shareholder Support
Under the Purchase Agreement terms, the consideration is subject to a collar mechanism based on BioNTech's stock performance. If the 10-day volume weighted average price of BioNTech ADSs exceeds $126.55 prior to closing, the exchange ratio would be 0.04318, while if the price falls below $84.37, the ratio would increase to 0.06476. Upon transaction completion, CureVac shareholders are expected to own between 4% and 6% of BioNTech.
The transaction has secured significant shareholder backing, with CureVac shareholders representing 36.76% of shares, including major shareholder dievini Hopp BioTech holding GmbH & Co. KG and all management and supervisory board members, entering into tender and support agreements. The German Federal government has expressed a positive view on the transaction, with BioNTech expecting support from Kreditanstalt für Wiederaufbau, which holds 13.32% of CureVac shares on behalf of the Federal Republic of Germany. Combined, BioNTech expects contractual commitments from shareholders representing 50.08% of CureVac shares toward the required 80% minimum acceptance threshold.
Integration Plans and Manufacturing Capabilities
Following the transaction's completion, BioNTech will integrate CureVac's state-of-the-art research and manufacturing site in Tübingen as part of its ongoing group-wide transformation. CureVac's operating subsidiary will become a wholly owned subsidiary of BioNTech, with the integration designed to leverage both companies' manufacturing expertise and global presence.
BioNTech's strong financial position, with €15.9 billion in cash, cash equivalents and security investments as of March 31, 2025, provides the foundation for accelerating and broadening mRNA-based medicine development. The company's proven track record includes the COVID-19 vaccine developed in collaboration with Pfizer Inc., which marked the first approved mRNA product in medical history.
Regulatory Timeline and Conditions
The transaction, unanimously approved by both companies' management and supervisory boards, is expected to close in 2025 subject to customary closing conditions. These include the minimum 80% acceptance threshold for CureVac shares, which BioNTech may unilaterally reduce to 75% under certain circumstances, and required regulatory approvals.
BioNTech's diversified oncology portfolio spans the full continuum of cancer treatment, including mRNA cancer immunotherapies, next-generation immunomodulators, and targeted therapies such as antibody-drug conjugates (ADCs) and chimeric antigen receptor (CAR) T cell therapies. The company maintains partnerships with major pharmaceutical collaborators including Bristol Myers Squibb, Genentech, Pfizer, and Regeneron.
The acquisition represents a significant consolidation in the mRNA therapeutics space, combining two pioneering companies that have operated with related ambitions for over two decades, often approaching challenges from different angles to advance the field of messenger RNA technology for human medicine applications.
