Shareholders, Strategy, and a Shift in Ownership
Under the terms of the deal, CureVac shareholders will receive BioNTech American depositary shares (ADSs) valued at around $5.46 per CureVac share. However, the final exchange ratio is subject to a collar mechanism tied to BioNTech’s share price. Once the ink is dry, CureVac shareholders are expected to hold 4% to 6% of BioNTech.
Following completion, CureVac will become a wholly owned subsidiary, and BioNTech plans to fully integrate CureVac’s cutting-edge research and production facilities in Tübingen.
Legal Dream Teams and Billion-Dollar Counsel
The legal architecture behind the transaction resembles a biotech summit of elite counsel. Covington’s team guiding BioNTech includes partners Jack Bodner, Sibel Yilmaz, and Paul Claydon, alongside associate Laura Bleier. CureVac’s legal firepower is led by Holger Hofmeister and Stephan Hutter at Skadden, with Caspar Schmelzer as counsel.
Financial advisory roles were similarly high-caliber: PJT Partners advised BioNTech exclusively, while Goldman Sachs Bank Europe SE counseled CureVac.