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BioNTech SE (NASDAQ:BNTX) on Thursday agreed to acquire CureVac N.V. (NASDAQ:CVAC) in an all-stock transaction.
According to the agreement, shareholders can exchange CureVac shares for around $5.46 in BioNTech ADSs. This equates, roughly, to an equity value of $1.25 billion.
The consideration is subject to a collar mechanism. If the 10-day volume weighted average price of the BioNTech ADSs ending on the fifth business day before the offer’s closing exceeds $126.55, the exchange ratio would be 0.04318. If the VWAP is lower than $84.37, the exchange ratio would be 0.06476.
At closing, CureVac shareholders expect to own between 4% and 6% of BioNTech.
With the acquisition, BioNTech aims to strengthen the research, development, manufacturing, and commercialization of investigational mRNA-based cancer immunotherapy.
The strategic transaction will complement BioNTech’s capabilities and proprietary technologies in mRNA design, delivery formulations, and manufacturing.
For BioNTech, this transaction marks the next milestone in the execution of its oncology strategy which focuses on two pan-tumor programs, mRNA-based cancer immunotherapy candidates, and BNT327, a PD-L1xVEGF-A bispecific antibody candidate.
Following the transaction’s closing, CureVac’s operating subsidiary will become a wholly owned subsidiary of BioNTech. As part of this plan, BioNTech will integrate CureVac’s research and manufacturing site in Tübingen.
The transaction was unanimously approved by BioNTech’s and CureVac’s management and supervisory boards. The transaction is expected to close in 2025.
As of March 31, BioNTech had 15.9 billion euros in cash, cash equivalents, and security investments.
Earlier in June, BioNTech and Bristol Myers Squibb & Co. (NYSE:BMY) entered into a co-development and co-commercialization agreement.
The pact focuses on BioNTech’s investigational bispecific antibody BNT327 across numerous solid tumor types.
Bristol Myers Squibb will pay BioNTech $1.5 billion upfront and $2 billion in non-contingent anniversary payments through 2028.
In addition, BioNTech will be eligible to receive up to $7.6 billion in additional development, regulatory and commercial milestones.
In March, CureVac said the European Patent Office (EPO) confirmed the validity of CureVac’s European patent EP 3 708 668 B1 subject to amendments to specify the scope of protection.
The opposition division largely dismissed BioNTech’s original opposition filed in April 2023, challenging the patent’s validity and maintaining it in amended form.
Price Action: BNTX stock is up 1.22% at $106.75, and CVAC stock is up 33.2% at $5.42 during the premarket session at the last check on Thursday.
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