Shareholders of the Tübingen-based biotech firm CureVac are approaching a decisive moment. An extraordinary general meeting scheduled for Tuesday, November 25th, will determine the company’s future integration into the vaccine giant BioNTech. However, the proposed acquisition faces significant obstacles, with market skepticism raising questions about whether the deal could collapse at the final hurdle.
A High-Stakes Approval Threshold
The primary challenge lies in the exceptionally high acceptance rate required for the transaction to proceed. A minimum of 80% of CureVac shares must be tendered for the deal to advance, a threshold that substantially exceeds typical market standards for such acquisitions and introduces considerable execution risk. While provisions exist for BioNTech to potentially lower this requirement to 75% under specific conditions, the barrier remains formidably high.
This uncertainty is already being priced into the market. CureVac shares are consistently trading at a discount to the implied offer price, signaling that many investors remain doubtful about the transaction’s successful completion.
Market Jitters Reflect in Stock Performance
Trading patterns clearly reflect this investor anxiety. On Friday, the stock declined once more, closing at 4.35 euros—a daily loss of approximately 2.5%. The equity currently behaves like a derivative on BioNTech’s share price, though burdened by a significant risk discount.
Should investors sell immediately? Or is it worth buying CureVac?
The situation presents a delicate position for investors. Should the necessary tender threshold not be met by the expiration of the exchange period on December 3rd, shareholders could face a scenario where their holdings become illiquid and difficult to trade. Without BioNTech’s backing, the stock would likely face continued downward pressure from a lack of support.
Strategic Motivations and Potential Pitfalls
For BioNTech, the $1.25 billion deal represents a strategic move to secure CureVac’s modern production facilities in Tübingen and its promising oncology pipeline. This acquisition would mark the final step in consolidating Germany’s mRNA landscape. Nevertheless, the complex restructuring process presents numerous potential complications.
The upcoming week promises definitive answers. Tuesday’s meeting will serve as the first critical indicator in this acquisition drama before the ultimate decision emerges in early December. Both arbitrage traders and long-term investors confront a binary outcome: the deal will either succeed conclusively or fail entirely.
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