A Final Window for CureVac Shareholders as BioNTech Deal Nears Close

The acquisition of CureVac by BioNTech is now a certainty. BioNTech announced on December 3, 2025, that it had successfully surpassed the minimum acceptance threshold for its takeover bid. Shareholders tendered approximately 184 million CureVac shares, representing about 81.74% of the company's outstanding share capital, securing the deal's completion.

For the remaining CureVac equity holders, a decisive deadline is now in effect. BioNTech has opened an additional acceptance period, which will conclude at 00:01 Eastern Time on December 18, 2025. This period represents the final opportunity for shareholders to tender their shares under the original offer's terms. It is crucial to note that instructions must be fully processed before the deadline expires, as guaranteed delivery is not available during this phase.

Understanding the Exchange and Market Dynamics

The agreed-upon exchange ratio for the transaction is fixed at 0.05363 BioNTech American Depositary Shares (ADSs) for each CureVac share. Consequently, the trading price of CureVac stock is now almost exclusively driven by this mathematical relationship to BioNTech's share price, rather than by CureVac's independent business prospects.

Should investors sell immediately? Or is it worth buying CureVac?

Significant Drawbacks for Holdouts

Shareholders who choose not to participate by the December 18 cutoff face considerable disadvantages:

• Loss of Liquidity: CureVac will be delisted from the stock exchange, causing a near-total collapse in share liquidity and making any future sale difficult and costly.
• Potential Tax Implications: Investors who receive BioNTech ADSs later, through a post-offer reorganization process, will typically be subject to a 15% Dutch withholding tax on dividends—a burden that tendering shareholders may potentially avoid depending on their jurisdiction.
• Absence of Influence: With control of over 80% of voting rights, BioNTech will unilaterally dictate all future strategic decisions for CureVac, leaving minority holders with no effective voice.

The independent future of CureVac as a publicly traded company is effectively concluding with this transaction. The days leading to December 18 provide a final chance to exit under the established offer conditions before these consequences take full effect.