For remaining investors in CureVac, the clock is ticking down to a decisive moment. The company’s journey as an independent entity is concluding, following BioNTech’s successful acquisition of a controlling stake. Shareholders who have not yet accepted the exchange offer must now act swiftly, as the expiration of the current acceptance window could lead to significant disadvantages, including the potential delisting of the stock.
The Deal’s Terms and Timeline
The takeover is structured as a pure share-for-share exchange. Under the agreed terms, CureVac stockholders will receive 0.05363 BioNTech American Depositary Shares (ADS) for each of their existing CureVac shares. This fixed ratio effectively caps any further upside for CureVac’s stock, directly tethering its value to the performance of BioNTech’s share price.
A critical deadline is fast approaching. The initial acceptance period concluded on December 3, 2025, and BioNTech successfully secured approximately 81.74% of CureVac’s outstanding shares, surpassing the 80% minimum threshold required to proceed. We are now in the subsequent offering period, which concludes irrevocably on Thursday, December 18, 2025.
Navigating Substantial Liquidity Risks
Financial analysts are cautioning investors against inaction. BioNTech has indicated plans for a restructuring that may result in the delisting of CureVac shares from the Nasdaq. For retail investors, this scenario presents considerable hazards:
Should investors sell immediately? Or is it worth buying CureVac?
- Vanishing Liquidity: Trading volume is expected to plummet dramatically after the transaction closes, making it exceedingly difficult to sell remaining shares at a fair market price.
- Loss of Market Access: A formal delisting would remove the shares from major exchange platforms, severely restricting their tradability.
- Potential Squeeze-Out: Should BioNTech attain a sufficient majority (often 95% under Dutch law, which applies here), remaining minority shareholders could be subject to a compulsory, and possibly protracted, squeeze-out procedure.
CureVac’s shares last closed at 4.27 euros this past Friday, marking a weekly decline of 2.56 percent.
The Strategic Outcome and Investor Imperative
The merger consolidates key mRNA technologies for oncology and infectious diseases into a new German powerhouse. However, for current CureVac investors, the immediate focus is purely transactional. The path forward requires a clear decision by December 18: accept the exchange offer to transition into BioNTech shares or risk being stranded with an illiquid position in a non-public subsidiary.
The window for action is closing.
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