CureVac Investors Face Critical Week as BioNTech Takeover Hangs in the Balance

Shareholders of Tübingen-based biotech firm CureVac are entering a decisive period. The proposed acquisition by its Mainz competitor, BioNTech, previously considered a foregone conclusion, now faces a significant obstacle that could complicate the transaction. An extraordinary general meeting this Tuesday marks the beginning of what may be the most crucial week in the company's history, raising questions about potential pitfalls for the planned complete sale.

The primary focus is an 80% acceptance threshold. For the deal to proceed smoothly, BioNTech must secure tenders for at least 80 percent of CureVac's shares by the offer deadline. While this requirement could be unilaterally lowered to 75 percent if necessary, the barrier remains substantially higher than for many standard mergers. This is the critical juncture for arbitrage traders and long-term shareholders: if this quota is not met, the path to a swift stock market delisting will be blocked.

All eyes will be on Amsterdam this Tuesday for the extraordinary general meeting. Shareholders are set to vote on the "Post-Offer Reorganization"—the blueprint for the full integration and subsequent winding down of the remaining CureVac corporate shell. The complexity lies in the execution, which is not solely dependent on a simple majority vote at the meeting.

Market Sentiment Signals Concern

The market price reflects lingering uncertainty about the deal's successful completion. On Friday, the stock closed at 4.35 euros, down approximately 2.5 percent for the day. It continues to trade at a discount to the implied offer price. This persistent "discount" indicates that market participants harbor doubts about whether a sufficient number of shares will be tendered before the exchange offer expires.

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

Failure to achieve the required acceptance rate presents an unfavorable scenario for remaining shareholders. They could be left holding illiquid stock if the planned, streamlined integration fails. The share currently functions effectively as a derivative on the BioNTech stock price, capped by this risk discount.

A Strategic Acquisition for BioNTech

For BioNTech, this acquisition represents the final piece in a strategic consolidation of the German mRNA landscape. After CureVac initiated a stringent cost-cutting program in July 2024, which included staff reductions and the sale of rights to GSK, the focus for the Mainz-based company is now on assets. The primary objectives are securing the modern production facilities in Tübingen and the oncology pipeline, preventing competitors from accessing vital intellectual property.

Investors should mark two key dates. The result of the shareholder vote on Tuesday, November 25, serves as the initial barometer of sentiment. However, the ultimate decision will come on December 3, when the exchange offer finally closes. Remaining investors must now choose: accept the offer or assume the risk of holding a potentially difficult-to-trade security in an uncertain market environment.