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6-K 1 tm2529451d1_6k.htm FORM 6-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2025

 

Commission File Number: 001-39446

 

 

CureVac N.V. 

(Exact Name of Registrant as Specified in Its Charter)

 

 

Friedrich-Miescher-Strasse 15, 72076 

Tübingen, Germany

+49 7071 9883 0

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x           Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes ¨           No x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes ¨           No x

 

 

On October 24, 2025, CureVac N.V. (the “Company”) convened an extraordinary general meeting of shareholders to be held on November 25, 2025 and made available to its shareholders certain other materials in connection with such meeting.

 

The information included in this Form 6-K (including Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 

 

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  CureVac N.V.
  (Registrant)
   
Date: October 24, 2025 By: /s/ Alexander Zehnder
    Chief Executive Officer

 

 


 

EXHIBIT INDEX

 

EXHIBIT NO.   DESCRIPTION
99.1   Convening notice to the extraordinary general meeting of shareholders including agenda and explanatory notes.
99.2   Voting proxy.
99.3   Merger proposal
99.4   Explanatory notes to the merger proposal

 

 

 

 

EX-99.1 2 tm2529451d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

CONVENING NOTICE

 

This is the convening notice for the extraordinary general meeting of CureVac N.V. (the “Company”) to be held at the offices of NautaDutilh N.V. (address: Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands) on November 25, 2025 at 14:00 Central European Time (the “EGM”).

 

The agenda for the EGM is as follows:

 

1. Opening

 

2. Explanation of the exchange offer by BioNTech SE (“Buyer”) for ordinary shares in the capital of the Company (the “Offer”) (discussion item)

 

3. Consummation of post-offer reorganization (voting items)

 

a. Conditional resolution to enter into a legal merger (juridische fusie) of the Company (as disappearing company) with and into CureVac Merger B.V. (as acquiring company surviving such merger) (“New Topco”), with New Topco issuing class A shares in its capital to the Company’s shareholders (other than Buyer) and class B shares in its capital to Buyer, in accordance with Sections 2:309 et seq. of the Dutch Civil Code (the “Legal Downstream Merger”)

 

b. Conditional resolution to approve, to the extent required under applicable law and the Company’s articles of association and bylaws (reglementen), (i) the Legal Downstream Merger, (ii) the subsequent sale and transfer of all outstanding shares in the capital of CureVac SE by New Topco to Buyer and (iii) the subsequent cancellation of all outstanding class A shares in the capital New Topco

 

4. Conditional release from liability (voting items)

 

a. Conditional release of managing directors from liability for the exercise of their duties

 

b. Conditional release of supervisory directors from liability for the exercise of their duties

 

5. Conditional appointment of Ramón Zapata Gomez as managing director of the Company (voting item)

 

6. Conditional appointment of supervisory directors (voting items)

 

a. Conditional appointment of Sierk Poetting as supervisory director of the Company

 

b. Conditional appointment of James Ryan as supervisory director of the Company

 

c. Conditional appointment of Annemarie Hanekamp as supervisory director of the Company

 

 


 

7. Closing

 

No business shall be voted on at the EGM, except such items as included in the abovementioned agenda.

 

The agenda for the EGM with the explanatory notes thereto, the merger proposal and explanatory notes thereto relating to the Legal Downstream Merger and the other meeting information are available as of the date hereof for inspection and can be obtained free of charge at the office address of the Company and from the Company’s website (http://www.curevac.com).

 

The registration date for the EGM is October 28, 2025 (the “Registration Date”). Those who are shareholders of the Company, or who otherwise have voting rights and/or meeting rights with respect to shares in the Company’s capital, on the Registration Date and who are recorded as such in the Company’s shareholders’ register and/or in the register maintained by the Company’s U.S. transfer agent (the “Persons with Meeting Rights”) may attend and, if relevant, vote at the EGM and exercise their voting rights on the voting items as included in the abovementioned agenda.

 

Those who beneficially own shares in the Company’s capital in an account at a bank, broker, financial institution or other financial intermediary (the “Beneficial Owners”) on the Registration Date, must request a proxy from their bank, broker, financial institution or other financial intermediary authorizing the relevant Beneficial Owner to attend and, if relevant, exercise voting rights at the EGM.

 

Persons with Meeting Rights and Beneficial Owners who wish to attend the EGM, either in person or by proxy, must notify the Company of their identity and intention to attend the EGM by sending notice to that effect to the Company by e-mail (addressed to egm2025@curevac.com). This notice must be received by the Company no later than November 20, 2025 at 23:59 p.m. Central European Time (the “Cut-off Time”). Persons with Meeting Rights and Beneficial Owners who have not complied with this requirement may be refused entry to the EGM. Beneficial Owners must enclose with their attendance notice (i) proof of their beneficial ownership of the relevant underlying shares in the Company’s capital as of the Registration Date, such as a recent account statement, and (ii) their signed proxy from the relevant bank, broker, financial institution or other financial intermediary.

 

Persons with Meeting Rights and Beneficial Owners who have duly registered for the EGM and who wish to have themselves represented at the EGM by a proxyholder, may do so through the use of a written or electronically recorded proxy. They must submit their signed proxy to the Company no later than the Cut-off Time. A proxy form can be downloaded from the Company’s website (http://www.curevac.com). Persons with Meeting Rights and Beneficial Owners who have duly registered for the EGM may also submit questions in advance of the EGM by sending an e-mail to the Company prior to the Cut-off Time (addressed to egm2025@curevac.com), in which case the Company shall endeavor to respond to those questions at the EGM to the extent possible and allowed.

 

In addition, Sodali has been mandated by the Company as information agent in connection with the EGM and is available for questions under the following contact details:

 

Email: CureVac-EGM@investor.sodali.com
Hotline: +49 69 95179985

 

 


 

Persons with Meeting Rights, Beneficial Owners and their respective proxyholders who have not complied with these requirements may be refused entry to the EGM. In addition, only those Persons with Meeting Rights and Beneficial Owners who have properly registered for the EGM are granted the possibility by the Company to follow the EGM via webcast. In order to receive the link to stream the webcast, you will need to indicate to the Company by e-mail (addressed to egm2025@curevac.com) prior to the Cut-off Time, that you would like to follow the EGM via webcast. It will not be possible to vote or raise any questions during the live webcast.

 

 


  

EXPLANATORY NOTES TO THE AGENDA

 

These are the explanatory notes to the agenda for the extraordinary general meeting of CureVac N.V. (the “Company”) to be held at the offices of NautaDutilh N.V. (address: Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands) on November 25, 2025 at 14:00 Central European Time (the “EGM”).

 

2. Explanation of the exchange offer by BioNTech SE (“Buyer”) for ordinary shares in the capital of the Company (the “Offer”)

 

Buyer and the Company have entered into a purchase agreement dated 12 June 2025 relating to the Offer (the “Purchase Agreement”). Pursuant to the offer to purchase dated October 21, 2025 (the “Offer to Purchase”), on October 21, 2025, Buyer commenced the Offer to purchase (subject to the satisfaction or waiver (to the extent permissible) of the conditions set forth in the Purchase Agreement) any and all of the ordinary shares, par value €0.12 per share, in the capital of the Company (“Company Shares”) in exchange for a number of American Depositary Shares of Buyer, each representing one share in the Buyer with a notional amount of €1.00 (“Buyer ADSs”), determined in accordance with the exchange ratio set forth in the Purchase Agreement and the Offer to Purchase (the “Offer Consideration”), without interest and subject to applicable tax withholding.

 

The Offer will expire at 9:00 a.m., New York City time, on December 3, 2025 (the “Expiration Time”, unless the Offer is earlier terminated or extended in accordance with the Purchase Agreement and the Offer to Purchase, in which event “Expiration Time” will mean the latest time and date at which the Offer, as so extended, will expire).

 

Subject to the satisfaction or waiver (to the extent permissible) of the conditions to the consummation of the Offer, Buyer shall, promptly following the Expiration Time (but in any event within two (2) business days thereafter), accept for exchange (the time of acceptance for exchange, the “Acceptance Time”) all Company Shares validly tendered and not properly withdrawn pursuant to the Offer as of the Expiration Time (the “First Company Shares”). Within ten (10) business days following the effectiveness of the increase of Buyer’s share capital required for the exchange of the First Company Shares for the Offer Consideration, Buyer shall exchange the First Company Shares for the Offer Consideration (and cash in lieu of fractional Buyer ADSs, if any) for those First Company Shares (the “Closing”).

 

Following the Acceptance Time, Buyer shall provide a subsequent offering period in accordance with the terms of the Purchase Agreement and the Offer to Purchase for a period of no less than ten (10) business days to purchase additional Company Shares in exchange for the Offer Consideration (the “Subsequent Offering Period”). Within ten (10) business Days following the effectiveness of the increase of Buyer’s share capital required for the exchange the Company Shares validly tendered during the Subsequent Offering Period (the “Second Company Shares”), Buyer shall exchange the Second Company Shares for the Offer Consideration (and cash in lieu of fractional Buyer ADSs, if any) for those Second Company Shares.

 

 


 

Please see Buyer’s Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 21, 2025, the related Letter of Transmittal and the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on October 21, 2025 (the foregoing documents and other related materials, as each may be amended or supplemented from time to time collectively, the “Offer Materials”) for more information about the Offer, including a detailed description of the terms of the Purchase Agreement and the Offer.

 

The Company’s management board (the “Management Board”) and supervisory board (the “Supervisory Board”) have (i) determined that the Purchase Agreement and the transactions contemplated thereby are in the best interest of the Company and the sustainable success of its business, having considered the interest of its shareholders, employees and other relevant stakeholders, (ii) approved and adopted the Purchase Agreement (including the execution, delivery and performance thereof) and approved the transactions contemplated thereby and (iii) resolved, on the terms and subject to the conditions set forth in the Purchase Agreement to support the Offer and the other transactions contemplated by the Purchase Agreement and to recommend acceptance of the Offer by the shareholders of the Company and to recommend approval and adoption of the voting items included on the agenda for the EGM.

 

3. Consummation of post-offer reorganization (voting items)

 

a. Conditional resolution to enter into a legal merger (juridische fusie) of the Company (as disappearing company) with and into CureVac Merger B.V. (as acquiring company surviving such merger) (“New Topco”), with New Topco issuing class A shares in its capital to the Company’s shareholders (other than Buyer) and class B shares in its capital to Buyer, in accordance with Sections 2:309 et seq. of the Dutch Civil Code (the “Legal Downstream Merger”)

 

b. Conditional resolution to approve, to the extent required under applicable law and the Company’s articles of association and bylaws (reglementen), (i) the Legal Downstream Merger, (ii) the subsequent sale and transfer of all outstanding shares in the capital of CureVac SE by New Topco to Buyer and (iii) the subsequent cancellation of all outstanding class A shares in the capital New Topco

 

As promptly as practicable following the closing of the Subsequent Offering Period, Buyer shall effectuate, or cause to be effectuated, in which case the Company and its subsidiaries shall effectuate, a corporate reorganization of the Company and its subsidiaries (the “Post-Offer Reorganization”), consisting of the Legal Downstream Merger, the Post-Downstream Merger Share Sale (as defined below) and the Cancellation (as defined below), in that order, provided that each step of such Post-Offer Reorganization is permitted under applicable law (including Sections 2:316(4) and 2:318(1) of the Dutch Civil Code). The Post-Offer Reorganization shall be subject to the conditions set forth in the Purchase Agreement and if these conditions are met, several steps shall be taken, including the following steps in the following order: (i) the Legal Downstream Merger, which shall become effective as of 0:00 (local time in the Netherlands) on the day after the date on which the deed of merger to effect the Legal Downstream Merger is executed (the “Merger Effective Time”), (ii) New Topco shall sell all outstanding shares in the capital of CureVac SE to Buyer against payment of consideration by Buyer with a value equal to the excess of (1) the aggregate Offer Consideration for all Company Shares over (2) the amount of cash and cash equivalents of the Company, including any receivables, and any other assets net of any liabilities of the Company, provided that such consideration shall be payable by Buyer in the form of (A) Buyer ADSs to enable New Topco to distribute to each holder of class A shares in the capital of New Topco (“New Topco A Shares”), pursuant to the Cancellation (as defined below) determined as of 00:30 (local time in the Netherlands) on the date the Legal Downstream Merger becomes effective (the “Cancellation Effective Time”) a number of Buyer ADS and cash in lieu of fractional Buyer ADSs, determined in accordance with the Purchase Agreement (the “Cancellation Consideration”) and (B) a loan note with a principal amount equal in value to the remaining part of the consideration payable by Buyer with respect to the outstanding shares in the capital of CureVac SE (the “Post-Downstream Merger Share Sale”) and (iii) the subsequent cancellation of all then-issued and outstanding New Topco A Shares effective as of the Cancellation Effective Time, against repayment in kind consisting of the Cancellation Consideration (without interest and subject to applicable tax withholding) (the “Cancellation”), in each case on the terms and subject to the conditions set forth in the Purchase Agreement. Buyer shall cause to be effectuated the election by New Topco to be disregarded as an entity separate from Buyer for U.S. federal income tax purposes effective as of the day following the completion of the Cancellation.

 

 


 

The Post-Offer Reorganization is subject to certain conditions set forth in the Purchase Agreement, including the adoption of the voting items proposed under this agenda item 3 at the EGM (or a subsequent general meeting of the Company). In this respect, it is proposed that, subject to (A) the Acceptance Time having occurred and the Subsequent Offering Period having expired and (B) the number of Company Shares validly tendered in accordance with the terms of the Offer (including Company Shares tendered during the Subsequent Offering Period) and not properly withdrawn, together with the Company Shares owned by Buyer or any of its affiliates, representing at least eighty percent (80%) of the Company’s issued and outstanding share capital (geplaatst en uitstaand kapitaal) immediately prior to the Expiration Time (the “Minimum Condition”) or, if Buyer has amended the Minimum Condition in accordance with the Purchase Agreement, then at least seventy-five percent (75%) of the Company’s issued and outstanding share capital (geplaatst en uitstaand kapitaal) immediately prior to the Expiration Time:

 

a. the Company enter into the Legal Downstream Merger in accordance with the terms of the
merger proposal as filed with the Dutch trade registry on October 22, 2025 and the accompanying explanatory notes as filed at the offices of the Company and New Topco on October 22, 2025; and

 

b. to the extent required under applicable law and the Company’s articles of association (statuten) and bylaws (reglementen), also within the meaning of Section 2:107a of the Dutch Civil Code and articles 18.10 and 18.11 of the Company’s articles of association, the Legal Downstream Merger, the Post-Downstream Merger Share Sale and the Cancellation be approved.

 

If the Post-Offer Reorganization is consummated, shareholders who did not tender their Company Shares in the Offer (including during the Subsequent Offering Period) will receive the same consideration as shareholders who tendered their Company Shares in the Offer, which, as is the case with the Offer Consideration, will be subject to applicable withholding taxes and without interest.

 

 


 

Dutch withholding tax aspects

 

No Dutch dividend withholding tax (“DDWHT”) is applicable to the Offer Consideration paid for Company Shares tendered in the Offer, including during the Subsequent Offering Period.

 

However, the withholding taxes applicable to the Cancellation Consideration will in principle include DDWHT at a rate of 15% to the extent the Cancellation Consideration exceeds the average paid-in capital recognized for DDWHT purposes (the “Fiscally Recognized Capital”) of the relevant cancelled New Topco A Shares immediately prior to the Cancellation Effective Time.

 

The Fiscally Recognized Capital of New Topco is, immediately following the Merger Effective Time, equal to (i) the Fiscally Recognized Capital of the Company at the time of the Legal Downstream Merger, or (ii) if lower, the fair market value of the Company (the “Company FMV”) at such time.

 

It is currently expected that the Fiscally Recognized Capital of New Topco will be increased at most by an amount equal to the Company FMV at the time of the Legal Downstream Merger. As a result, if and to the extent the Cancellation Consideration exceeds the Fiscally Recognized Capital of the relevant New Topco A shares (calculated on the basis of the Company FMV) immediately prior to the Cancellation Effective Time, DDWHT will be withheld by New Topco on the excess.

 

As long as New Topco has its place of effective management in Germany and is therefore exclusively a tax resident of Germany under the double tax treaty between Germany and the Netherlands, as currently expected, the Netherlands will be restricted from imposing DDWHT in respect of the Cancellation Consideration, except in the event the Cancellation Consideration is paid to (i) a holder who is resident or deemed to be resident in the Netherlands for Dutch corporate income tax purposes or Dutch income tax purposes (a “Dutch Resident Holder”), or (ii) a holder who is not resident nor deemed to be resident in the Netherlands for Dutch corporate income tax purposes or Dutch income tax purposes but who derives profits from an enterprise, which enterprise is carried on, in whole or in part, through a permanent establishment or a permanent representative in the Netherlands to which its New Topco A shares are attributable (a “Dutch PE Holder”).

 

In order to apply this regime correctly, New Topco needs to identify its shareholders to assess whether they are Dutch Resident Holders or Dutch PE Holders. As a practical matter, New Topco will not be able to make this confirmation with certainty prior to the Cancellation Effective Time. Therefore, by default, DDWHT will be withheld on the Cancellation Consideration if and to the extent the Cancellation Consideration exceeds the Fiscally Recognized Capital of the relevant New Topco A shares immediately prior to the Cancellation Effective Time.

 

 


 

Any such DDWHT will be for the account of such former CureVac shareholders. The exchange agent will be allowed to sell, or procure the sale of, in one or more transactions, the minimum number of BioNTech ADSs to obtain a sufficient cash amount to remit to the Dutch tax authority the relevant amount of withholding tax and will not be obliged to pay any additional amounts to a holder of New Topco A shares for any DDWHT effectively deducted from the cancellation consideration. As a result, CureVac shareholders that do not tender their shares in the offer (including the subsequent offering period) may receive a lower after-tax return than those who do.

 

Non-tendering holders of CureVac shares may be able to reclaim any DDWHT withheld from their Cancellation Consideration. See the Offer Materials for more information on the Dutch tax aspects of the Post-Offer Reorganization.

 

There can be no assurances as to the success of any such reclaim or refund request. In any event, any amounts refunded will be in cash. Therefore, non-tendering shareholders will not receive the investment benefit, if any, of receiving any Buyer ADSs sold by the Exchange Agent as described below to cover any applicable DDWHT.

 

German (withholding) tax aspects

 

For a description of certain German (withholding) tax consequences for tendering shareholders and non-tendering shareholders, please see the section on "Material German Tax Considerations" in the Offer to Purchase.

 

Buyers ADSs Sale

 

If New Topco is required to deduct and withhold withholding taxes in respect of the Cancellation Consideration, Section 2.08(i) of the Purchase Agreement provides that the exchange agent appointed by Buyer pursuant to the Purchase Agreement (the “Exchange Agent”) shall be instructed and authorized, acting as agent of New Topco and as withholding agent for the account of the holders of New Topco A Shares as taxpayers of any applicable withholding taxes, including DDWHT and any applicable German withholding taxes (the “Aggregate Withholding Amount”), to sell, in one or more transactions, the minimum number of Buyer ADSs to which holder of New Topco A Shares would otherwise be entitled as is necessary to obtain in U.S. dollars an amount in net cash proceeds that converted in Euros (at the applicable exchange rate) is as close as possible to, but no less than, the Aggregate Withholding Amount (the “Buyer ADSs Sale”). From the net cash proceeds obtained pursuant to the Buyer ADSs Sale, the Exchange Agent shall, as soon as possible, transfer to Buyer the Aggregate Withholding Amount to enable New Topco as withholding agent to remit the Aggregate Withholding Amount to the applicable taxing authority for the account of the holders of New Topco A Shares. In the event that the net cash proceeds obtained by the Exchange Agent pursuant to the Buyer ADSs Sale exceed the Aggregate Withholding Amount, such surplus cash proceeds shall be paid to the holders of New Topco A Shares, less any applicable withholding taxes, consistent with the procedures for payment of cash in lieu of fractional Buyer ADSs; provided that the Buyer shall be entitled to any surplus if the amount thereof is de minimis, and any such surplus amount shall not be treated for any purpose as consideration paid to any holder of New Topco A Shares.

 

 


 

If withholding taxes will need to be deducted or withheld, no reductions of, or exemptions from, any applicable withholding tax at source based on applicable law, including the laws of the European Union or any treaty for the avoidance of double taxation and any regulations for claiming relief thereunder will be applied by New Topco or the Exchange Agent.

 

All amounts that are so deducted and withheld as required by applicable tax law shall be treated for all purposes as having been paid to the relevant holder of New Topco A Shares.

 

Please see the Offer Materials for more information about the Offer and the Post-Offer Reorganization, including a discussion of material tax consequences of the Offer and the Post-Offer Reorganization.

 

The adoption of these proposed resolutions is a condition to the consummation of the Offer.

 

4. Conditional release from liability (voting items)

 

a. Conditional release of managing directors from liability for the exercise of their duties

 

b. Conditional release of supervisory directors from liability for the exercise of their duties

 

It is proposed that, effective upon the Acceptance Time, each member of the Management Board and the Supervisory Board be provided full and final discharge for their acts of management or supervision, as applicable, up to and including the date of the EGM to the fullest extent permitted under applicable law.

 

The adoption of these proposed resolutions is not a condition to the consummation of the Offer Condition. If either or both of these resolutions is/are not adopted, the Offer may still be consummated.

 

5. Conditional appointment of Ramón Zapata Gomez as managing director of the Company (voting items)

 

Buyer and the Company have agreed that, effective upon Closing, certain changes are to be made in the composition of the Management Board. The current members of the Management Board will voluntarily resign their positions as members of the Management Board effective upon Closing. To replace them, Buyer has designated Ramón Zapata Gomez (the “Buyer Management Board Nominee”) to be appointed as member of the Management Board and, accordingly, the Supervisory Board has made binding nomination to appoint the Buyer Management Board Nominee as member of the Management Board effective upon Closing.

 

Ramón Zapata Gomez, is BioNTech’s Chief Financial Officer. He is a seasoned global finance executive with more than 25 years of experience in the pharmaceutical and consumer goods industries. He has held leadership roles at leading global companies including Novartis AG, Sandoz AG, and Mondelēz International, and has worked across Europe, North America, Latin America, and the Middle East. Throughout his career, Ramón Zapata has led finance functions enabling seamless execution from drug discovery through commercialization, including overseeing M&A transactions and successful integrations as well as driving digital finance transformations. Prior to joining BioNTEch, he served as Chief Financial Officer and Head of Scientific Operations of BioMedical Research at Novartis, where he was responsible for the overall leadership of the division’s finance strategy and operations, portfolio realignment, cross-functional integration, and strategic external collaborations. Ramón Zapata holds dual citizenship of the United States and Mexico. He is a Certified Public Accountant (CPA) from Universidad Panamericana. He holds an MBA from IPADE Business School, with academic credits earned at IESE Business School as part of the program. He also earned a postgraduate diploma in Tax Legislation from ITAM and is currently pursuing a Master’s degree in Industrial-Organizational Psychology at Harvard University.

 

The adoption of these proposed resolutions is a condition to the consummation of the Offer.

 

 


  

6. Conditional appointment of supervisory directors (voting items)

 

a. Conditional appointment of Sierk Poetting as supervisory director of the Company
     
b. Conditional appointment of James Ryan as supervisory director of the Company
     
c. Conditional appointment of Annemarie Hanekamp as supervisory director of the Company

 

Buyer and the Company have agreed that, effective upon Closing, certain changes are to be made in the composition of the Supervisory Board. The current members of the Supervisory Board will voluntarily resign their positions as members of the Supervisory Board effective upon Closing, except for Debra Barker and Mehdi Shahidi, who will continue to serve as members of the Supervisory Board until the earlier of (i) such time after the Acceptance Time as Buyer and its Affiliates (as defined in the Purchase Agreement), in the aggregate, own one hundred percent (100%) of the issued and outstanding Company Shares and (ii) the Merger Effective Time. To replace them, Buyer has designated Sierk Poetting, James Ryan and Annemarie Hanekamp (the “Buyer Supervisory Board Nominees”) to be appointed as members of the Supervisory Board, with Sierk Poetting to serve as chairperson of the Supervisory Board, and, accordingly, the Supervisory Board has made binding nominations to appoint each of the Buyer Supervisory Board Nominees as members of the Supervisory Board effective upon Closing.

 

Sierk Poetting, Ph.D. is BioNTech’s Chief Operating Officer. He joined BioNTech in September 2014 from Novartis (NYSE: NV), where he served in various positions from May 2012 to August 2014 as Vice President and Chief Financial Officer for the Sandoz Division in North America. Sierk Poetting started his career as a consultant with McKinsey & Company. A German citizen, Sierk Poetting holds a Master of Science in Optical Sciences from the University of Arizona and a Ph.D. in Physics from the Ludwig-Maximilians University in Munich.

 

James Ryan, Ph.D. is BioNTech’s Chief Legal Officer and Chief Business Officer. He brings nearly 20 years of global legal and IP expertise in the pharmaceutical industry to BioNTech. James Ryan joined BioNTech in 2018 as General Counsel and Senior Vice President Legal & IP and was appointed to Chief Legal Officer and a Member of the Management Board in 2023 and to Chief Business Officer in July 2024. He has guided BioNTech through a wide range of key business, IP and transactional activities, mergers and acquisitions, strategic collaborations and equity capital markets transactions, including BioNTech’s IPO in 2019. James Ryan and his teams played a pivotal role in the successful development of the Pfizer-BioNTech COVID-19 vaccine, supporting every legal aspect of the program, its launch and commercialization.

 

 


  

Prior to joining BioNTech, he established the legal group of GW Pharmaceuticals (NASDAQ: GWPH), where he also served as Head of Legal Affairs. Earlier in his career, James Ryan worked for a number of UK and U.S. law firms, including Special Counsel at Covington & Burling LLP, where he specialized in commercial and strategic transactions with a focus on companies in the life sciences sector. James has a Ph.D. in epigenetics from the University of St Andrews, is a member of the Law Society of England & Wales and is a member of the Law Society of Ireland.

 

Annemarie Hanekamp is BioNTech’s Chief Commercial Officer. She joined BioNTech in 2024 and has more than 20 years of experience in the healthcare industry, including 15 years of commercial experience in companies ranging from early-stage biotechnology companies to full-scale pharmaceutical companies. She successfully delivered significant value in a broad range of roles: at Novartis (NYSE: NV), she led the U.S. and global teams through a time of strategic opportunities and operational headwinds following an unprecedented strong launch uptake of their novel treatment for prostate cancer. She was also responsible for building a new global oncology organization following a company-wide transformation. At Bristol-Myers Squibb Co. (NYSE: BMY), she held a pivotal role in evolving the company’s U.S. oncology strategy, resulting in significant and sustainable growth including an expanded market access as well as product launches. Annemarie Hanekamp holds degrees in biomedical sciences as well as organizational leadership.

 

The Buyer Supervisory Board Nominees shall receive no compensation for their services as members of the Supervisory Board.

 

The adoption of these proposed resolutions is a condition to the consummation of the Offer.

 

 

EX-99.2 3 tm2529451d1_ex99-2.htm EXHIBIT 99.2
Exhibit 99.2

GRAPHIC

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V79174-S25050 1. Conditional resolution to enter into a legal merger of CureVac N.V. with and into CureVac Merger B.V. 2. Conditional resolution to approve (i) the Legal Downstream Merger, (ii) the subsequent sale and transfer of all outstanding shares in the capital of CureVac SE by CureVac Merger B.V. to BioNTech SE and (iii) the subsequent cancellation of all outstanding class A shares in the capital of CureVac Merger B.V. 4. Conditional release of supervisory directors from liability for the exercise of their duties 3. Conditional release of managing directors from liability for the exercise of their duties 6. Conditional appointment of Sierk Poetting as supervisory director of CureVac N.V. 5. Conditional appointment of Ramón Zapata Gomez as managing director of CureVac N.V. 7. Conditional appointment of James Ryan as supervisory director of CureVac N.V. 8. Conditional appointment of Annemarie Hanekamp as supervisory director of CureVac N.V. For Against Abstain For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! CUREVAC N.V. FRIEDRICH-MIESCHER-STRASSE 15 TUEBINGEN 72076 GERMANY CUREVAC N.V. The Board of Directors recommends you vote FOR proposals 1 through 8. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. ! ! ! VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 23:59 p.m. CET on 20 November 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 23:59 p.m. CET on 20 November 2025. Have the proxy card mailed to you in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, by 23:59 p.m. CET on 20 November 2025. VOTE BY EMAIL Mark, sign and date your proxy card and return it via email to egm2025@curevac.com by 23:59 p.m. CET on 20 November 2025. SCAN TO VIEW MATERIALS & VOTEw


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V79175-S25050 Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting: The Notice of Meeting is available at www.proxyvote.com CUREVAC N.V. Extraordinary General Meeting of Shareholders 25 November 2025 This proxy is solicited by the Board of Directors The undersigned hereby registers for the extraordinary general meeting of shareholders of CureVac N.V. to be held on 25 November 2025 at 2:00 p.m. Central European Time (the "EGM") and, for purposes of being represented at the EGM, grants a power of attorney to each civil law notary and candidate civil law notary working with NautaDutilh N.V. (each, a "Proxyholder") to represent and to vote, as designated on the reverse side of this ballot, all of the common shares of CureVac N.V. that the undersigned is entitled to vote at the EGM, and to exercise any other right of the undersigned which the undersigned would be allowed to exercise at the EGM. This power of attorney is granted with full power of substitution. The relationship between the undersigned and each Proxyholder is governed exclusively by the laws of the Netherlands. The EGM will be held at the offices of NautaDutilh N.V. (address: Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands). This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side


EX-99.3 4 tm2529451d1_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

MERGER PROPOSAL

 

between

 

CureVac Merger B.V.
as New Topco

 

and

 

CureVac N.V.
as CureVac

 

22 October 2025

 

- 1 -


 

MERGER PROPOSAL

 

THE UNDERSIGNED

 

Alexander Zehnder,

 

acting as the managing director (bestuurder) of CureVac Merger B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands (address: Friedrich-Miescher-Strasse 15, 72076 Tübingen, Federal Republic of Germany, trade register number: 97691682) (“New Topco”).

 

- Malte Betram Greune,
- Myriam Mendila,
- Alexander Zehnder,
- Thaminda Ramanayake,
- Axel Sven Malkomes,

 

acting as the managing directors (bestuurders) of CureVac N.V., a public limited liability company (naamloze vennootschap), having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands (address: Friedrich-Miescher-Strasse 15, 72076 Tübingen, Federal Republic of Germany, trade register number: 77798031) (“CureVac”).

 

- Baron Jean Raymond Ghislain Stéphenne,
- Mathias Peter Hothum,
- Craig Allen Tooman,
- Klaus Christian Schollmeier ,
- Debra Stephanie Barker,
- Michael Brosnan,
- Birgit Hofmann,
- Mehdi Shahidi,

 

acting as the supervisory directors (commissarissen) of CureVac.

 

New Topco and CureVac are hereinafter collectively referred to as the “Merging Companies”.

 

RECITALS

 

A. Pursuant to and in accordance with the terms of a Purchase Agreement entered into among BioNTech SE, a European stock corporation (Societas Europaea) organized under the laws of Germany and the European Union, as the buyer (“Buyer”) and CureVac as the company, dated 12 June 2025 (as may be amended from time to time and including the annexes, exhibits, appendices and schedules thereto, the “Purchase Agreement”)1, among other matters, (i) Buyer has agreed to make a tender offer (the “Offer”) to purchase all of the issued and outstanding ordinary shares in the capital of CureVac, with a nominal value of €0.12 each (“CureVac Shares”) in exchange for a number of American Depositary Shares of Buyer, each representing one share in the Buyer with a notional amount of €1.00 (a “Buyer ADS”), equal to the exchange ratio agreed in the Purchase Agreement, per CureVac Share, without interest (the “Offer Consideration”) and (ii) Buyer has agreed to provide a subsequent offering period with respect to such tender offer (the “Subsequent Offering Period”).

 

 

1 The Purchase Agreement is available at www.sec.gov.

 

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B. As promptly as practicable following the closing of the Subsequent Offering Period, Buyer shall effectuate, or cause to be effectuated (in which case CureVac and its subsidiaries, including New Topco, shall effectuate) a corporate reorganization of CureVac and its subsidiaries (the “Post-Offer Reorganization”), consisting of the Legal Downstream Merger, the Post-Downstream Merger Share Sale and the Cancellation (all as defined below), in that order, provided that each step of such Post-Offer Reorganization is permitted under applicable law (including Sections 2:316(4) and 2:318(1) of the Dutch Civil Code (the “DCC”)). The Post-Offer Reorganization shall be subject to the conditions set forth in the Purchase Agreement and if these conditions are met, several steps shall be taken, including the following steps in the following order: (i) the legal merger contemplated by this merger proposal (the “Legal Downstream Merger”), which shall become effective as of 0:00 (local time in the Netherlands) on the day after the date on which the deed of merger to effect the Legal Downstream Merger is executed (the “Merger Effective Time”), (ii) New Topco shall sell all outstanding shares in the capital of CureVac SE to Buyer against payment of consideration by Buyer with a value equal to the excess of (1) the aggregate Offer Consideration for all CureVac Shares over (2) the amount of cash and cash equivalents of CureVac, including any receivables, and any other assets net of any liabilities of CureVac, provided that such consideration shall be payable by Buyer in the form of (A) Buyer ADSs to enable New Topco to distribute to each holder of class A shares in the capital of New Topco (“New Topco A Shares”), pursuant to the Cancellation (as defined below) determined as of 00:30 (local time in the Netherlands) on the date the Legal Downstream Merger becomes effective (the “Cancellation Effective Time”) a number of Buyer ADS and an aggregate cash amount (as compensation for entitlements to fractional Buyer ADSs), determined in accordance with the Purchase Agreement (the “Cancellation Proceeds”) and (B) a loan note with a principal amount equal in value to the remaining part of the consideration payable by Buyer with respect to the outstanding shares in the capital of CureVac SE (the “Post-Downstream Merger Share Sale”) and (iii) the subsequent cancellation of all then-issued and outstanding New Topco A Shares, effective as of the Cancellation Effective Time, against repayment in kind consisting of the Cancellation Proceeds (without interest and subject to applicable tax withholding) (the “Cancellation”), in each case on the terms and subject to the conditions set forth in the Purchase Agreement. Buyer shall cause to be effectuated the election by New Topco to be disregarded as an entity separate from Buyer for U.S. federal income tax purposes (the “New Topco U.S. Tax Election”) as of the day following the completion of the Cancellation.

 

C. The Legal Downstream Merger, if effected as contemplated by and on the terms and subject to the conditions set forth in the Purchase Agreement and this merger proposal, shall be a legal merger within the meaning of Section 2:309 of the DCC pursuant to which (i) CureVac, as the disappearing company, will merge with and into New Topco, as the surviving company, (ii) all assets and liabilities of CureVac shall transfer to New Topco by operation of law under universal succession of title, (iii) New Topco shall allot class B shares in its capital (“New Topco B Shares”) to Buyer for each CureVac Share held by Buyer immediately prior to the Merger Effective Time in accordance with the exchange ratio set out in article 12 of this merger proposal (the “Merger Exchange Ratio”), (iv) New Topco shall allot New Topco A Shares to the other holders of CureVac Shares immediately prior to the Merger Effective Time in accordance with the Merger Exchange Ratio and (v) as a consequence of the foregoing, immediately following completion of the Legal Downstream Merger, each holder of CureVac Shares will come to hold a number of New Topco A Shares or New Topco B Shares (collectively, the “New Topco Shares”), as applicable, equal to the number of CureVac Shares held by such holder of CureVac Shares immediately prior to the Merger Effective Time.

 

- 3 -


 

D. None of the Merging Companies has been dissolved, has been declared bankrupt or has been granted a suspension of payments.

 

E. No works council has been established or is in the process of being established which would be entitled to render advice in respect of the Legal Downstream Merger.

 

MERGER PROPOSAL

 

Merger proposal
Article 1

 

It is proposed that the Merging Companies enter into the Legal Downstream Merger in accordance with the terms stipulated by this merger proposal.

 

Articles of association
Article 2

 

New Topco’s articles of association currently read as reflected in Annex A and shall not be amended in connection with the Legal Downstream Merger. This Annex constitutes an integral part of this merger proposal.

 

Equivalent rights or compensation
Article 3

 

3.1 At the Merger Effective Time, there will be no special rights vis-à-vis CureVac, such as a right to profit distributions or rights to subscribe for shares held by any party other than as shareholder of CureVac.

 

3.2 No party is entitled pursuant to Section 2:320 of the DCC to receive an equivalent right in New Topco or compensation for the loss of such right.

 

No benefits conferred
Article 4

 

No benefits shall be conferred in connection with the Legal Downstream Merger on managing directors or supervisory directors of the Merging Companies or on other parties involved in the Legal Downstream Merger, provided that the managing directors and supervisory directors of the Merging Companies may (continue to) be granted compensation for their services and provided, further, that CureVac’s advisors are paid fees for their services rendered in connection with the preparation, negotiation, finalization and implementation of the Purchase Agreement and the transactions contemplated thereby, including the Legal Downstream Merger.

 

- 4 -


 

Proposed composition of boards
Article 5

 

At the Merger Effective Time, the composition of New Topco’s management board is intended to be as follows:

 

- Sierk Poetting;
- Ramón Zapata Gomez;
- Malte Betram Greune (subject to potential resignation prior to the Merger Effective Time);
- Thaminda Ramanayake (subject to potential resignation prior to the Merger Effective Time);
- Myriam Mendila (subject to potential resignation prior to the Merger Effective Time);
- Alexander Zehnder (subject to potential resignation prior to the Merger Effective Time); and
- Axel Sven Malkomes (subject to potential resignation prior to the Merger Effective Time).

 

Financial information
Article 6

 

The financial information pertaining to CureVac shall be incorporated in the annual accounts or other financial reporting of New Topco as of the first day of the financial year of New Topco during which the Legal Downstream Merger becomes effective.

 

Measures in connection with share ownership

Article 7

 

7.1 Pursuant to the Legal Downstream Merger, New Topco shall allot (i) New Topco A Shares to the holders of CureVac Shares other than Buyer for each CureVac Share held by them immediately prior to the Merger Effective Time and (ii) New Topco B Shares to Buyer for each CureVac Share held by Buyer immediately prior to the Merger Effective Time, in each case accordance with the Merger Exchange Ratio.

 

7.2 The New Topco Shares to be allotted pursuant to the Legal Downstream Merger shall be included in the register kept by New Topco’s transfer agent and registrar for further credit to the respective (former) shareholders of CureVac entitled to such New Topco Shares. The allotment of New Topco Shares pursuant to the Legal Downstream Merger shall be recorded in New Topco’s shareholders’ register and with the Dutch trade register.

 

7.3 The New Topco Shares shall not be admitted for trading on any stock exchange at the Merger Effective Time. Holders of New Topco Shares shall only be able to transfer their New Topco Shares in accordance with Dutch law and pursuant to the execution of a notarial deed executed before a civil law notary officiating in the Netherlands.

 

- 5 -


  

7.4 If and to the extent that any rights of pledge or usufruct vest on CureVac Shares immediately prior to the Merger Effective Time, those rights shall pass by operation of law under universal succession of title, to the extent allowed under applicable law, to the New Topco Shares allotted pursuant to the Legal Downstream Merger in exchange for those CureVac Shares.

 

7.5 Subject to the Post-Downstream Merger Share Sale having been consummated, effective as of the Cancellation Effective Time, each then-issued and outstanding New Topco A Share shall be cancelled against repayment in kind consisting of the Cancellation Proceeds (without interest and subject to applicable tax withholding).

 

Activities
Article 8

 

Until the Merger Effective Time, New Topco will not have any activities, and New Topco does not intend to discontinue any activities of CureVac which CureVac has immediately before the Merger Effective Time.

 

Approval
Article 9

 

Under CureVac’s current articles of association, a resolution of the CureVac’s general meeting to enter into the Legal Downstream Merger requires a proposal to that effect by CureVac’s management board which, in turn, is subject to the approval of CureVac's supervisory board. Such proposal is made by CureVac’s management board, and such proposal is approved by CureVac's supervisory board, as a result of all CureVac’s managing directors and supervisory directors signing this merger proposal.

 

Impact on goodwill and distributable reserves
Article 10

 

10.1 There will be no impact of the Legal Downstream Merger on New Topco’s goodwill.

 

10.2 New Topco’s distributable reserves shall increase with an amount equal to the value for which CureVac’s assets and liabilities will be incorporated in the annual accounts or other financial reporting of New Topco, plus the nominal amount of the single New Topco Share held by CureVac that will be cancelled pursuant to the Legal Downstream Merger, less (i) any increase pursuant to the Legal Downstream Merger of the statutory reserves that must be kept by New Topco pursuant to Dutch law and (ii) the aggregate nominal amount of the New Topco Shares to be allotted pursuant to the Legal Downstream Merger in accordance with the Merger Exchange Ratio.

 

Shares without voting rights or profit entitlement
Article 11

 

None of the Merging Companies has issued non-voting shares or shares without profit entitlement. Consequently, the Legal Downstream Merger shall have no impact on the holders of those types of shares and no compensation can be requested pursuant to Section 2:330a of the DCC.

 

- 6 -


 

Exchange ratio
Article 12

 

For each CureVac Share not held by or for the account of any of the Merging Companies immediately before the Merger Effective Time, New Topco shall allot one New Topco Share to the holder of such CureVac Share, in the manner described in Article 7.1 of this merger proposal (i.e., in a 1:1 exchange ratio).

 

Profit entitlement in New Topco
Article 13

 

Each New Topco Share to be allotted pursuant to the Legal Downstream Merger shall entitle the holder thereof to share in New Topco’s profits as from the Merger Effective Time in accordance with the provisions of New Topco’s articles of association set out in Annex A, subject to the Cancellation.

 

Cancellation of shares
Article 14

 

The single New Topco Share held by CureVac immediately prior to the Merger Effective Time shall be cancelled at the Merger Effective Time pursuant Section 2:325(3) of the DCC, notwithstanding the Cancellation.

 

U.S. tax treatment
Article 15

 

For U.S. federal income tax purposes, the Merging Companies intend for the Offer, taken together with the Legal Downstream Merger, the Post-Downstream Merger Share Sale, the Cancellation and the New Topco U.S. Tax Election, to qualify as one or more “reorganizations” within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the U.S. Treasury regulations promulgated under the Code (the “Treasury Regulations”), and the Purchase Agreement is intended to constitute a “plan of reorganization” within the meaning of Section 368 of the Code and the Treasury Regulations.

 

(signature page follows)

 

- 7 -


  

Signature page to the merger proposal of New Topco and CureVac (1/2)

 

Management board of New Topco

 

     

A. Zehnder

 

Management board of CureVac

 

     
Name : A. Zehnder   Name : T. Ramanayake
Title : CEO   Title : CBO

 

     
Name : M. Mendila   Name : M.B. Greune
Title : CSO and CDO   Title : COO

 

     

Name : A.S. Malkomes
Title : CFO

  

For approval by the supervisory board of CureVac

 

     
Name : Baron J.R.G. Stéphenne   Name : M.P. Hothum
Title : Supervisory Board Member   Title : Supervisory Board Member

 

 

     
Name : C.A. Tooman   Name : B. Hofmann
Title : Supervisory Board Member   Title : Supervisory Board Member

 

- 8 -


 

Signature page to the merger proposal of New Topco and CureVac (2/2)

 

     
Name : K.C. Schollmeier   Name : D.S. Barker
Title : Supervisory Board Member   Title : Supervisory Board Member

  

     
Name : M. Brosnan   Name : M. Shahidi
Title : Supervisory Board Member   Title : Supervisory Board Member

 

- 9 -

 

 

EX-99.4 5 tm2529451d1_ex99-4.htm EXHIBIT 99.4

 

Exhibit 99.4

 

EXPLANATORY NOTES TO A MERGER PROPOSAL

 

between

 

CureVac Merger B.V.
as New Topco

 

and

 

CureVac N.V.
as CureVac

 

22 October 2025

 

- 1 -


  

EXPLANATORY NOTES TO A MERGER PROPOSAL

 

THE UNDERSIGNED

 

Alexander Zehnder,

 

acting as the managing director (bestuurder) of CureVac Merger B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands (address: Friedrich-Miescher-Strasse 15, 72076 Tübingen, Federal Republic of Germany, trade register number: 97691682) (“New Topco”).

 

- Malte Betram Greune,
- Myriam Mendila,
- Alexander Zehnder,
- Thaminda Ramanayake,
- Axel Sven Malkomes,

 

acting as the managing directors (bestuurders) of CureVac N.V., a public limited liability company (naamloze vennootschap), having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands (address: Friedrich-Miescher-Strasse 15, 72076 Tübingen, Federal Republic of Germany, trade register number: 77798031) (“CureVac”).

 

New Topco and CureVac are hereinafter collectively referred to as the “Merging Companies”.

 

RECITALS

 

A. Pursuant to and in accordance with the terms of a Purchase Agreement entered into among BioNTech SE, a European stock corporation (Societas Europaea) organized under the laws of Germany and the European Union, as the buyer (“Buyer”) and CureVac as the company, dated 12 June 2025 (as may be amended from time to time and including the annexes, exhibits, appendices and schedules thereto, the “Purchase Agreement”)1, among other matters, (i) Buyer has agreed to make a tender offer to purchase all of the issued and outstanding ordinary shares in the capital of CureVac, with a nominal value of €0.12 each (“CureVac Shares”) in exchange for a number of American Depositary Shares of Buyer, each representing one share in the Buyer with a notional amount of €1.00 (a “Buyer ADS”), equal to the exchange ratio agreed in the Purchase Agreement, per CureVac Share, without interest (the “Offer Consideration”) and (ii) Buyer has agreed to provide a subsequent offering period with respect to such tender offer (the “Subsequent Offering Period”).

 

 

1 The Purchase Agreement is available at www.sec.gov.

 

- 2 -


 

B. As promptly as practicable following the closing of the Subsequent Offering Period, Buyer shall effectuate, or cause to be effectuated (in which case CureVac and its subsidiaries, including New Topco, shall effectuate) a corporate reorganization of CureVac and its subsidiaries (the “Post-Offer Reorganization”), consisting of the Legal Downstream Merger, the Post-Downstream Merger Share Sale and the Cancellation, in that order, provided that each step of such Post-Offer Reorganization is permitted under applicable law (including Sections 2:316(4) and 2:318(1) of the Dutch Civil Code (the “DCC”)). The Post-Offer Reorganization shall be subject to the conditions set forth in the Purchase Agreement and if these conditions are met, several steps shall be taken, including the following steps in the following order: (i) the legal merger contemplated by the merger proposal (the “Merger Proposal”) to which these explanatory notes relate (the “Legal Downstream Merger”), which shall become effective as of 0:00 (local time in the Netherlands) on the day after the date on which the deed of merger to effect the Legal Downstream Merger is executed (the “Merger Effective Time”), (ii) New Topco shall sell all outstanding shares in the capital of CureVac SE to Buyer against payment of consideration by Buyer with a value equal to the excess of (1) the aggregate Offer Consideration for all CureVac Shares over (2) the amount of cash and cash equivalents of CureVac, including any receivables, and any other assets net of any liabilities of CureVac, provided that such consideration shall be payable by Buyer in the form of (A) Buyer ADSs to enable New Topco to distribute to each holder of class A shares in the capital of New Topco (“New Topco A Shares”), pursuant to the Cancellation (as defined below) determined as of 00:30 (local time in the Netherlands) on the date the Legal Downstream Merger becomes effective (the “Cancellation Effective Time”) a number of Buyer ADS and an aggregate cash amount (as compensation for entitlements to fractional Buyer ADSs), determined in accordance with the Purchase Agreement (the “Cancellation Proceeds”) and (B) a loan note with a principal amount equal in value to the remaining part of the consideration payable by Buyer with respect to the outstanding shares in the capital of CureVac SE (the “Post-Downstream Merger Share Sale”) and (iii) the subsequent cancellation of all then-issued and outstanding New Topco A Shares, effective as of the Cancellation Effective Time, against repayment in kind consisting of the Cancellation Proceeds (without interest and subject to applicable tax withholding) (the “Cancellation”), in each case on the terms and subject to the conditions set forth in the Purchase Agreement. Buyer shall cause to be effectuated the election by New Topco to be disregarded as an entity separate from Buyer for U.S. federal income tax purposes as of the day following the completion of the Cancellation.

 

C. The Legal Downstream Merger, if effected as contemplated by and on the terms and subject to the conditions set forth in the Purchase Agreement and the Merger Proposal, shall be a legal merger within the meaning of Section 2:309 of the DCC pursuant to which (i) CureVac, as the disappearing company, will merge with and into New Topco, as the surviving company, (ii) all assets and liabilities of CureVac shall transfer to New Topco by operation of law, (iii) New Topco shall allot class B shares in its capital (“New Topco B Shares”) to Buyer for each CureVac Share held by Buyer immediately prior to the Merger Effective Time in accordance with the exchange ratio set out in article 12 of the Merger Proposal (the “Merger Exchange Ratio”), (iv) New Topco shall allot New Topco A Shares to the other holders of CureVac Shares immediately prior to the Merger Effective Time in accordance with the Merger Exchange Ratio and (v) as a consequence of the foregoing, immediately following completion of the Legal Downstream Merger, each holder of CureVac Shares will come to hold a number of New Topco A Shares or New Topco B Shares (collectively, the “New Topco Shares”), as applicable, equal to the number of CureVac Shares held by such holder of CureVac Shares immediately prior to the Merger Effective Time.

 

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EXPLANATORY NOTES

 

Reasons for the Legal Downstream Merger

Article 1

 

Buyer wishes to acquire, directly or indirectly, all of the business, assets and liabilities of CureVac and its subsidiaries. An efficient manner to transfer all of the business, assets and liabilities of CureVac and its subsidiaries is to first implement the Legal Downstream Merger, followed by the Post-Downstream Merger Share Sale and the Cancellation.

 

Consequences for activities
Article 2

 

Until the Merger Effective Time, New Topco will not have any activities, and New Topco does not intend to discontinue any activities of CureVac which CureVac has immediately before the Merger Effective Time.

 

Economic consequences
Article 3

 

The Legal Downstream Merger, in and of itself, is not expected to have material economic consequences for the Merging Companies, except for (i) the acquisition by New Topco of CureVac’s entire business and all of its assets and liabilities, (ii) the delisting of CureVac Shares from the Nasdaq Stock Market and (iii) the allotment of New Topco Shares pursuant to the Legal Downstream Merger to former shareholders of CureVac (in each case determined as of immediately prior to the Merger Effective Time), whereby New Topco A Shares shall be allotted to all holders of CureVac Shares other than Buyer and New Topco B Shares shall be allotted to Buyer. The New Topco Shares shall not be admitted for trading on any stock exchange. Holders of New Topco Shares shall only be able to transfer their New Topco Shares in accordance with Dutch law and pursuant to the execution of a notarial deed executed before a civil law notary officiating in the Netherlands. Subject to the Post-Downstream Merger Share Sale having been consummated, the Cancellation shall cause, effective as of the Cancellation Effective Time, each then-issued and outstanding New Topco A Share to be cancelled against repayment in kind consisting of the Cancellation Proceeds (without interest and subject to applicable tax withholding).

 

Legal consequences
Article 4

 

4.1 The Legal Downstream Merger will, inter alia, have the following consequences at the Merger Effective Time:

 

a. CureVac, as the disappearing company, will merge with and into New Topco, as the surviving company, and CureVac will cease to exist;

 

b. all assets and liabilities of CureVac shall transfer to New Topco by operation of, and to the extent permitted under, applicable law under universal succession of title;

 

- 4 -


  

c. all CureVac Shares will lapse, the single New Topco Share held by CureVac immediately prior to the Merger Effective Time will be cancelled pursuant Section 2:325(3) of the DCC and New Topco shall allot (i) New Topco A Shares to the holders of CureVac Shares other than Buyer and (ii) New Topco B Shares to Buyer as described in articles 7 and 12 of the Merger Proposal, in each case on the other terms stipulated by the Merger Proposal.

 

4.2 Following the Merger Effective Time, creditors of CureVac will be able to recover their claims from New Topco as they could recover such claims from CureVac before the Merger Effective Time.

 

4.3 Unless a counterparty of the Merging Companies exercises the right provided for under Section 2:322 of the DCC, it is anticipated that contracts concluded with the Merging Companies will remain in force unchanged following the Merger Effective Time (other than in accordance with their existing terms), provided that contracts concluded with CureVac shall have New Topco, instead of CureVac, as the contracting party with effect from the Merger Effective Time.

 

Social consequences
Article 5

 

New Topco has no employees and shall not have any employees immediately prior to the Merger Effective Time. To the extent that CureVac has employees immediately prior to the Merger Effective Time, the employment or service contracts concluded with those employees, as well as their other conditions of employment or service, will remain in force unchanged following the Merger Effective Time with New Topco as the contracting party, subject to the provisions of such contracts, the Purchase Agreement and applicable law. It is anticipated that the Legal Downstream Merger will not have material adverse implications for the interests of the employees of CureVac. No works council has been established or is in the process of being established which would be entitled to render advice in respect of the Legal Downstream Merger.

 

Exchange ratio
Article 6

 

6.1 For each CureVac Share not held by or for the account of any of the Merging Companies immediately prior to the Merger Effective Time, New Topco shall allot one New Topco Share to the holder of such CureVac Share, in each case in the manner described in Articles 7 and 12 of the Legal Downstream Merger Proposal (i.e., in a 1:1 exchange ratio) (the “Merger Exchange Ratio”).

 

6.2 The following method for determining the Merger Exchange Ratio has been applied:

 

a. New Topco has no assets and liabilities and is not expected to have any assets and liabilities until the Merger Effective Time;

 

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b. New Topco’s assets and liabilities immediately following the Merger Effective Time shall have the same value as CureVac’s assets and liabilities immediately prior to the Merger Effective Time;

 

c. without prejudice to the Cancellation, the New Topco A Shares carry the same rights as the New Topco B Shares;

 

d. consequently, there is no necessity for determining an exact exchange ratio in relation to the Legal Downstream Merger in order to compensate holders of CureVac Shares for the loss of their respective CureVac Shares by allotting a proportionate and equivalent number of New Topco Shares, whereby New Topco A Shares are allotted to all holders of CureVac Shares other than Buyer and New Topco B Shares are allotted to Buyer, in exchange for such CureVac Shares;

 

e. the above considerations result in the conclusion, that the Merger Exchange Ratio can be, and therefore has been, determined to be 1:1.

 

6.3 Because of the reasons described in article 6.2 of these explanatory notes, the Merger Exchange Ratio is considered to be suitable and appropriate.

 

6.4 The method applied to determine the Merger Exchange Ratio as described in article 6.2 of these explanatory notes does not lead to a specific valuation. As described above, any valuation would be irrelevant for the above-mentioned method for determining the Merger Exchange Ratio.

 

6.5 Because only one method was applied to determine the Merger Exchange Ratio, the relative weight of multiple methods is not addressed in these explanatory notes.

 

6.6 No particular difficulties arose as a result of the valuation described above or the determination of the Merger Exchange Ratio.

 

(signature page follows)

 

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Signature page to the explanatory notes to a merger proposal of New Topco and CureVac

 

Management board of New Topco

 

     

A. Zehnder

 

Management board of CureVac

 

     
Name : A. Zehnder   Name : T. Ramanayake
Title : CEO   Title : CBO

 

     
Name : M. Mendila   Name : M.B. Greune
Title : CSO and CDO   Title : COO

 

     

Name : A.S. Malkomes
Title : CFO