BioNTech achieves minimum condition in CureVac exchange offer

BioNTech (BNTX) announced that 184,071,410 shares of CureVac (CVAC), representing approximately 81.74% of CureVac’s issued and outstanding shares, were validly tendered and not properly withdrawn prior to the expiration of the initial offering period at 9:00 a.m. Eastern Time on December 3, 2025. As a result, the minimum condition for the exchange offer has been satisfied, and all validly tendered shares have been accepted. All closing conditions related to the completion of the post-offer reorganization have now been satisfied. BioNTech will now proceed to deliver BioNTech American Depositary Shares to the holders of CureVac shares who have tendered their shares, to close the transaction, as set out in more detail in the offer documents. BioNTech also announced that the subsequent offering period has commenced. CureVac shareholders who have not yet tendered their shares may still tender during the subsequent offering period, which will expire at 12:01 a.m. Eastern Time on Thursday, December 18, 2025. No guaranteed delivery procedures apply. The parties will initiate the post-offer reorganization as promptly as practicable following the expiration of the subsequent offering period. The post-offer reorganization will result in non-tendering holders of CureVac shares receiving BioNTech ADSs pursuant to the post-offer reorganization. Non-tendering holders of CureVac shares who receive BioNTech ADSs pursuant to the post-offer reorganization generally will be subject to a 15% Dutch dividend withholding tax.