At an extraordinary shareholder meeting, the shareholders decided on the future of CureVac – with a clear result.
• More than 99 percent approval for exchange offer and legal merger
• Valuation of CureVac: approx. 1.25 billion US dollars, shares exchanged for BioNTech ADS
• Antitrust approval has been received, exchange offer runs until December 3, 2025
The die has been cast: At the crucial extraordinary general meeting on November 25, 2025, CureVac shareholders voted on the final integration into the BioNTech Group. The exchange offer, which runs until December 3, values the Tübingen biotech company at $1.25 billion and will seal the disappearance of CureVac shares from the stock exchanges.
Clear result
As CureVac announced after the meeting, the result of the vote was clear: over 99.16 percent of the votes cast supported BioNTech’s public exchange offer for all outstanding CureVac shares.
With an equally high approval rate of 99.95 percent, the shareholders also voted in favor of carrying out the legal merger with the newly founded entity CureVac Merger BV. This would mean that CureVac would be formally transferred – a crucial step in the takeover process.
Months of struggle to unite the two competitors
The companies had already signed a purchase agreement in June 2025 that valued CureVac at $1.25 billion. The takeover takes place through a pure share exchange: CureVac shareholders can exchange their shares for American Depositary Shares (ADS) from BioNTech.
The exchange offer runs until December 3, 2025 – interested shareholders should tender their shares by December 2, 2025 at the latest.
Regulatory hurdles for the takeover have already been overcome: the Federal Cartel Office approved the planned merger in October 2025. This antitrust approval was a key step toward completing the transaction.
Business development before the takeover is completed
Despite the ongoing takeover process, CureVac continued to operate. On November 24, 2025 – one day before the decisive general meeting – the company published its financial figures for the third quarter and the first nine months of 2025.
The company particularly focused on its progress in its precision cancer immunotherapy program, which is based on a specially developed antigen identification algorithm (FRAMEpro) and uses automated manufacturing with the company’s own RNA printer and a cloud-based data processing system. The CVHNLC program for non-small cell squamous cell carcinoma of the lung also received clinical approval from the European Medicines Agency.
Legal repercussions and financial uncertainties
There are still open legal questions in the shadow of the takeover. The legal dispute between CureVac and Pfizer/BioNTech in Germany regarding mRNA-based COVID-19 vaccines has been suspended pending the expected completion of the exchange offer – a logical step given the impending merger.
However, the results of an EU audit could cause uncertainty: In September 2025, the EU Commission made available Deloitte audit reports that contained preliminary findings on missing documents and discrepancies in CureVac’s financial information. Specifically, it concerns an advance purchase agreement concluded on November 30, 2020 between the company and the European Commission (EU Commission) for the delivery of its first-generation COVID-19 vaccine candidate (CVnCoV). In this context, CureVac received an advance payment of 450 million euros for the development and commercial delivery of CVnCoV.
CureVac itself defends itself against possible allegations: “CureVac has contested the results of Deloitte’s audit reports and will continue to do so. Should the European Commission demand the repayment of part or all of the advance payment of 450 million euros or associated penalties, CureVac will defend itself using all legal means,” said the company in the balance sheet presentation. What impact these findings could have on the takeover process remains to be seen.
BioNTech shares ultimately gained 3.00 percent to $102.70 on the NASDAQ. Meanwhile, CureVac shares rose by 3.79 percent to $5.48.
Editorial team finanzen.net
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