BioNTech to Acquire CureVac for $1.25 Billion in All-Stock Deal

On June 12, local time, BioNTech and CureVac jointly announced that they had signed a final purchase agreement, with BioNTech intending to acquire all shares of CureVac.

Under the terms of the purchase agreement, each CureVac share will be exchanged for approximately $5.46 in BioNTech ADSs, implying an aggregate equity value for CureVac of approximately $1.25 billion.The acquisition consideration includes a price protection mechanism; therefore, if the 10-day volume-weighted average price (“VWAP”) of BioNTech ADSs ending on the fifth business day prior to the expiration of the offer exceeds $126.55, the exchange ratio will be 0.04318, and if the VWAP is below $84.37, the exchange ratio will be 0.06476. Upon completion of the transaction, CureVac shareholders are expected to hold between 4% and 6% of BioNTech’s shares.

Upon completion of the exchange offer, BioNTech and CureVac will undertake a corporate restructuring of CureVac and its subsidiaries, thereby enabling BioNTech to hold 100% of the business and equity interests in CureVac and its subsidiaries. As part of this corporate restructuring, CureVac shareholders who do not tender their shares in the exchange offer will receive the same consideration per CureVac share as that offered in the exchange offer (without interest and subject to applicable withholding taxes). An extraordinary general meeting of CureVac shareholders will be convened in connection with the exchange offer to approve certain resolutions related to the transaction.

The transaction is expected to be completed in 2025, subject to customary closing conditions, including a minimum acceptance threshold of at least 80% of CureVac shares (which BioNTech may unilaterally lower to 75% under certain circumstances) and the required regulatory approvals.

In the field of mRNA vaccines, most people are likely familiar with Moderna and BioNTech. These two companies accumulated substantial wealth through the successful commercialization of their COVID-19 vaccines, leveraging these funds to achieve corporate expansion and development. In fact, behind these two star mRNA enterprises stands another established mRNA company of equal renown. Globally, CureVac, together with Moderna and BioNTech, was once referred to as the “Big Three” of mRNA.

Among the three companies, CureVac was established earliest, having been founded in 2000. As early as 2001, the company established the first GMP-compliant mRNA production line known to the industry. In 2006, CureVac achieved large-scale mRNA production, and in 2007, it administered an mRNA cancer vaccine to its first melanoma patient. In the field of mRNA vaccine development, CureVac overcame the challenge of mRNA instability and achieved cell-independent in vivo delivery of mRNA. By analyzing millions of natural mRNA sequences, the company constructed a comprehensive RNA sequence library, providing substantial data support for the customized sequence optimization of mRNA.

In terms of industrialization and technological development, CureVac, as a pioneer in mRNA vaccines, has played an undeniable role in driving the entire mRNA industry. However, its path toward the commercialization of mRNA vaccines has been fraught with challenges. On one hand, CureVac lost its first-mover advantage in the development of mRNA-based COVID-19 vaccines, only initiating Phase I trials in June 2020. On the other hand, the clinical results of its mRNA COVID-19 vaccine were disappointing. In June 2021, CureVac announced that its core product, the mRNA vaccine CVnCoV, had suffered a major setback. Data from its Phase IIb/III clinical trial showed that the vaccine’s efficacy against COVID-19 was only 47%, failing to meet the basic threshold of 50% and ranking last among comparable clinical trials completed at that time.

The failure of clinical trials caused CureVac’s stock price to plummet by half, dropping more than 50% in after-hours trading on the U.S. stock market. As one of the former “mRNA Big Three,” CureVac has gradually fallen behind Moderna and BioNTech. In recent years, CureVac and BioNTech have engaged in multiple patent lawsuits concerning mRNA vaccines. The latest development occurred in February and April 2025, when the European Patent Office issued two separate decisions upholding the validity of CureVac’s patents. Consequently, some Wall Street analysts speculate that BioNTech’s primary motive for acquiring CureVac is to mitigate the risk of adverse rulings in court.

Overall, this transaction brings an end to the long-standing competition between the two parties in the development of COVID-19 vaccines and cancer therapies, while also mitigating the potential risk of patent disputes. BioNTech has thereby avoided potential compensation liabilities. Specifically, through this acquisition, BioNTech can augment and strengthen its capabilities and proprietary technologies in mRNA design, delivery formulations, and mRNA manufacturing.

Most people became familiar with BioNTech during the COVID-19 outbreak in recent years, when it rose to prominence as a star company thanks to its mRNA vaccines for infectious diseases. However, BioNTech’s accumulation of industrial resources, technological innovations, and product portfolio in the European and American markets extends far beyond this.

Since its establishment in 2008, BioNTech has conducted extensive research in the field of cancer. Its personalized mRNA cancer vaccines entered clinical trials in 2014, and a paper published in Nature in 2017 highlighted the potential of its mRNA vaccines to reduce recurrence in melanoma patients.

BioNTech has adopted a multi-platform innovation strategy, with its platform technologies encompassing mRNA vaccines, cell and gene therapies, targeted antibodies, small-molecule immunomodulators, ribologicals, and next-generation immunomodulatory therapies. Among these, cancer treatment is a key strategic focus for the company’s future development. Furthermore, there is potential to enhance therapeutic efficacy through combination regimens across different modalities.

Undeniably, BioNTech’s rise to prominence was driven by its ability to seize opportunities and accumulate substantial wealth through its COVID-19 vaccine. According to its financial report for the first half of 2023, BioNTech held €14.117 billion in cash and cash equivalents. Bolstered by this robust financial position, BioNTech has frequently licensed innovative projects in the Chinese market, earning it the reputation as a “supercharged acquisition powerhouse.”

According to incomplete statistics, in recent years, BioNTech has successively entered into various types of licensing collaborations with multiple Chinese pharmaceutical companies, including Oncorus Immune, Duality Biologics, Daol Biologicals, Promab Biotechnologies, Yilian Biopharma, Huadong Medicine, and Nanjing 3D Medicines. Several of these deals were valued at over $1 billion. Data from the Insight database shows that in 2023, BioNTech ranked second among overseas companies in terms of the number of transactions involving the in-licensing of domestic Chinese projects, trailing only AstraZeneca, and ahead of other leading multinational pharmaceutical companies such as GSK, Pfizer, and Takeda.

However, BioNTech is not blindly acquiring Chinese new drugs; it has proactively recognized the immense value embedded in China’s novel drug assets. For instance, in November 2024, BioNTech acquired 100% equity of China’s Promiscience Biologics for $800 million. In June 2025, BioNTech licensed the core assets obtained from Promiscience to Bristol Myers Squibb (BMS) for a staggering sum exceeding $9 billion. Within just six months, BioNTech achieved a return on investment of more than tenfold.

Therefore, after its aggressive acquisition spree, BioNTech’s cash reserves have continued to grow.As of March 31, 2025, BioNTech held €15.9 billion in cash, cash equivalents, and marketable securities.With substantial cash reserves, it is no surprise that BioNTech seeks to identify a second growth curve following its COVID-19 vaccine success. However, given the notoriously high failure rate of innovative drug development, whether BioNTech, as a well-funded player, can leverage its financial strength to establish a foothold in the global oncology treatment landscape remains to be seen.

References:
1. "5-Minute Series | Understanding mRNA Companies—CureVac"

2. “Behind the $1.25 Billion Acquisition: The Five-Year Divergence of BioNTech and CureVac”