CureVac Acquisition Reaches Critical Juncture as Shareholder Vote Looms

The future of CureVac hangs in the balance as BioNTech advances its multi-billion dollar acquisition plan. A pivotal extraordinary general meeting scheduled for November 25, 2025, will determine the fate of the once-celebrated mRNA pioneer. With BioNTech having already secured backing from several major shareholders, market participants are weighing whether the transaction represents the only viable path forward or if alternatives exist for investors preferring continued independence.

BioNTech's pursuit of CureVac forms part of a broader strategic initiative to strengthen its position within the competitive mRNA landscape. The acquisition would deliver not only valuable intellectual property and technological expertise but also include a state-of-the-art research facility located in Tübingen. A primary objective involves bolstering BioNTech's oncology pipeline, a crucial area for reducing the company's medium-term reliance on coronavirus vaccine revenue.

The German government has indicated support for the creation of what it describes as a "new German biotech champion," suggesting regulatory obstacles are likely to be manageable provided shareholders approve the transaction.

Acquisition Terms and Shareholder Dynamics

The proposed deal values CureVac at approximately $1.25 billion, with CureVac shareholders receiving around $5.46 per share in BioNTech American Depositary Shares (ADS). However, a collar mechanism introduces complexity by adjusting the exchange ratio based on fluctuations in BioNTech's share price, creating additional uncertainty that has manifested in recent stock price volatility.

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

Thus far, investors controlling a combined 36.76% of CureVac's shares have expressed support for the transaction. This group includes major shareholder dievini Hopp BioTech holding and all members of the executive board. Nevertheless, successful completion requires approval from 75% to 80% of shareholders, leaving the final outcome uncertain.

November 25: Decision Day

The extraordinary general meeting convened at NautaDutilh N.V. in Amsterdam represents a watershed moment for both companies. Agenda items extend beyond formal approval of the merger and subsequent reorganization to include reconstituting management and supervisory board positions with BioNTech-aligned representatives.

Should the proposal fail to secure sufficient support, the entire transaction would collapse. Conversely, successful passage would terminate CureVac's status as an independent publicly traded company. Shareholders who decline to participate in the exchange offer would eventually receive equivalent compensation, though they might face potential tax disadvantages from a 15% Dutch withholding tax on dividends.

Market Volatility Persists

CureVac shares have experienced significant turbulence in recent months. While the acquisition proposal establishes a price floor, uncertainty surrounding the vote's outcome and the valuation of BioNTech ADS continues to exert downward pressure. With 30-day volatility exceeding 9%, the stock remains unsuitable for risk-averse investors.