CureVac’s Final Chapter: Shareholders Face Deadline as BioNTech Takeover Concludes

The independent public listing of CureVac is drawing to a definitive close. BioNTech's recent settlement of its exchange offer marks the beginning of the end for the Tübingen-based mRNA pioneer. Remaining shareholders, however, must act swiftly to avoid potential financial penalties and a compulsory sale of their holdings.

Technical settlement for shares tendered during the initial offer period is now complete. Investors received 0.05363 BioNTech American Depositary Shares (ADS) for each CureVac share. With acceptance covering approximately 81.74% of all outstanding stock, the Mainz-based vaccine developer has secured clear control, comfortably exceeding the minimum threshold of 80%.

Trading liquidity for CureVac shares has diminished noticeably as the market anticipates the impending delisting. The share price has largely converged with the implied value of the BioNTech exchange offer.

A Crucial Deadline for Remaining Investors

A subsequent offering period is currently open for investors who still hold their shares. This final opportunity expires on December 18, 2025, at 06:01 German time (12:01 a.m. ET). Waiting beyond this date introduces specific risks. Post-deadline, a restructuring under Dutch law could be initiated, potentially culminating in a squeeze-out—the forced exclusion of minority shareholders.

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

The tax implications are particularly significant. While the current voluntary exchange offer is structured to be more tax-efficient in many jurisdictions, the offer documents warn of disadvantages in a later forced sale. Compensation payments from such a move could be subject to a Dutch withholding tax of up to 15%.

Financial Stability at the Exit

CureVac exits the public markets from a position of financial strength. A settlement reached this summer in patent disputes with BioNTech, Pfizer, and GSK provided the company with a substantial cash infusion. As of the end of the third quarter, CureVac reported liquid funds of 416.1 million euros. Its development pipeline, especially in oncology, remains active and will be advanced under BioNTech's stewardship.

Full integration is now imminent. Following the close of the subsequent offering period on December 18, trading of the stock is expected to be suspended shortly thereafter. For remaining investors, the coming Thursday represents the final chance to participate in the exchange under the original terms before a formal squeeze-out procedure conclusively ends CureVac's 25-year journey as an independent company.