BioNTech has agreed to acquire CureVac, a clinical-stage biotech firm specialising in mRNA medicines, in a public exchange offer valued at around $1.25bn.
Through the acquisition, BioNTech aims to enhance its mRNA-based cancer research and expand its mRNA capabilities.
Under the agreement, each CureVac share will be exchanged for about $5.46 in BioNTech American Depositary Shares (ADS).
The exchange ratio is subject to a collar mechanism based on the 10-day volume-weighted average price of BioNTech ADSs.
The acquisition has been unanimously approved by the management and supervisory boards of both companies.
The transaction is expected to be closed in 2025, subject to customary closing conditions.
The conditions include regulatory approvals and a minimum acceptance threshold of 80% of CureVac’s shares, which BioNTech can reduce to 75% under certain conditions.
BioNTech co-founder and CEO Ugur Sahin said: “This transaction is another building block in BioNTech’s oncology strategy and an investment in the future of cancer medicine.
“We intend to bring together complementary capabilities and leverage technologies to advance the development of innovative and transformative cancer treatments and establish new standards of care for various types of cancer in the coming years.”
Upon closing, CureVac will become a wholly owned subsidiary of BioNTech, and its shareholders are expected to own 4% to 6% of BioNTech.
BioNTech and CureVac will undergo a corporate reorganisation, resulting in BioNTech owning 100% of CureVac’s business.
The German biotech firm plans to integrate CureVac’s research and manufacturing site in Tübingen into its operations, aligning with its ongoing transformation efforts.
It will leverage CureVac’s expertise to strengthen its research, development, and commercialisation of mRNA-based cancer immunotherapy.
The acquisition will support BioNTech’s oncology strategy, focusing on mRNA-based cancer immunotherapy candidates and BNT327, a bispecific antibody candidate.
The acquisition is expected to create long-term value for BioNTech shareholders, building on CureVac’s established mRNA research and Covid-19 vaccine developed with Pfizer.
With a strong financial position, BioNTech aims to advance the development of mRNA-based medicines across various solid tumour types.
Covington & Burling, Hengeler Mueller, and Loyens & Loeff served as legal counsel to BioNTech, Skadden, Arps, Slate, Meagher & Flom and NautaDutilh as advisor to CureVac, on this transaction.
PJT Partners served as an exclusive financial advisor to BioNTech, and Goldman Sachs Bank Europe advisor to CureVac.
CureVac CEO Alexander Zehnder said: “To me, this transaction is more than a business decision, it represents a shared commitment to leverage the full potential of mRNA as a disruptive technology to develop transformative therapies with greater scale and speed.
“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.”
