SCHEDULE: KfW Completes CureVac Share Divestment, Exits Shareholder Pact
Beneficial Ownership Update
KfW has completed the tender of all its Common Shares in CureVac N.V. through an Exchange Offer, resulting in 0% beneficial ownership and the expected termination of the Shareholders' Agreement.
Summary
- KfW has completed the tender of all its Common Shares in CureVac N.V. through an Exchange Offer.
- The Exchange Offer, as described in the Purchase Agreement between BioNTech SE and CureVac N.V., expired as scheduled at 9:00 a.m. Eastern Time on December 3, 2025.
- KfW's Common Shares were accepted for exchange and transferred to BioNTech SE on December 10, 2025, as part of a capital increase for the issue of BioNTech shares.
- As a result of this transaction, KfW no longer beneficially owns, or otherwise holds, any securities of CureVac N.V., with its beneficial ownership now at 0.00 shares, representing 0% of the class.
- KfW expects to receive the full consideration to which it is entitled under the Exchange Offer on or about December 15, 2025.
- The Shareholders' Agreement, originally dated June 16, 2020, and subsequently amended, is expected to terminate upon the completion of the transaction, around December 15, 2025, pursuant to a Termination Agreement dated October 29, 2025.
Sentiment
Score: 7
Explanation: The filing reports the successful and expected completion of a significant transaction for KfW, involving the divestment of its entire stake in CureVac N.V. and the termination of a shareholder agreement. This indicates a planned strategic move proceeding without issues, which is a positive outcome for the reporting entity (KfW).
Positives
- KfW successfully completed the tender of all its CureVac Common Shares as planned through the Exchange Offer.
- The Exchange Offer expired as scheduled, indicating a smooth and timely execution of the transaction.
- KfW expects to receive full consideration for its divested shares on or about December 15, 2025.
- The Shareholders' Agreement, which involved KfW and other key shareholders, is expected to terminate, potentially simplifying corporate governance for CureVac N.V.
Future Outlook
KfW expects to receive full consideration from the Exchange Offer on or about December 15, 2025. Concurrently, the Shareholders' Agreement, which governed the relationship between KfW and other key shareholders, is expected to terminate upon the completion of the transaction, around December 15, 2025.
Management Comments
- "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct." (Signed by Uwe Harms, Authorised Officer, and Bastian Michalka, Officer, of KfW)
Industry Context
This filing reflects a significant ownership change for CureVac N.V., with a major institutional shareholder, KfW, fully divesting its stake. While specific industry trends are not detailed, such a divestment by a state-owned development bank like KfW could be interpreted as a strategic realignment of its investment portfolio, potentially impacting investor perception of CureVac's shareholder base and long-term strategic partnerships, especially given the involvement of BioNTech SE in the exchange offer.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Shareholder Agreement Termination | The Shareholders' Agreement dated June 16, 2020, among KfW, dievini Hopp BioTech holding GmbH & Co. KG, and Dietmar Hopp, as amended, is expected to terminate upon the completion of the Exchange Offer. | 2025-12-15 | This termination will alter the governance structure related to these key shareholders, potentially reducing complexity and changing the dynamics of major shareholder influence on CureVac N.V. |
Stakeholder Impact
- Shareholders (CureVac N.V.): KfW, a significant shareholder, has fully divested its stake, potentially altering the shareholder base and ownership concentration.
- KfW: Successfully completed its planned divestment of CureVac shares and will receive consideration, concluding its investment in CureVac.
- BioNTech SE: Acquired KfW's shares in CureVac N.V. as part of the Exchange Offer.
Next Steps
- KfW expects to receive full consideration from the Exchange Offer on or about December 15, 2025.
- The Shareholders' Agreement is expected to terminate upon the completion of the transaction, around December 15, 2025.
Key Dates
| Date | Description |
|---|---|
| 2020-06-16 | Original date of the Shareholders' Agreement among KfW, dievini Hopp BioTech holding GmbH & Co. KG, and Dietmar Hopp. |
| 2020-08-14 | Date of Supplement to the Shareholders' Agreement. |
| 2021-01-29 | Date of Amendment No. 1 to Schedule 13D. |
| 2021-10-15 | Date of Amendment No. 2 to Schedule 13D. |
| 2022-01-13 | Date of Amendment No. 3 to Schedule 13D and Second Supplement to the Shareholders' Agreement. |
| 2023-02-10 | Date of Amendment No. 4 to Schedule 13D. |
| 2023-02-24 | Date of Amendment No. 5 to Schedule 13D. |
| 2025-06-12 | Date of the Purchase Agreement between BioNTech SE and CureVac N.V. |
| 2025-06-16 | Date CureVac N.V. filed Form 6-K with SEC regarding Purchase Agreement. |
| 2025-07-31 | Date of the Tender and Support Agreement between KfW and BioNTech SE. |
| 2025-08-01 | Date of Amendment No. 6 to Schedule 13D filed by KfW. |
| 2025-10-29 | Date of the Termination Agreement of the Shareholders' Agreement. |
| 2025-12-03 | Expiration of the Exchange Offer at 9:00 a.m. Eastern Time. |
| 2025-12-10 | Date of event requiring this filing; KfW's Common Shares were accepted for exchange and transferred to BioNTech SE. |
| 2025-12-11 | Date of KfW executive board information on website. |
| 2025-12-12 | Date of signing of this Amendment No. 7 to Schedule 13D. |
| 2025-12-15 | Expected date for KfW to receive full consideration and for the Shareholders' Agreement to terminate. |
Keywords
CureVac N.V., KfW, BioNTech SE, Exchange Offer, Tender Offer, Shareholder Agreement, Beneficial Ownership, Divestment, SEC Filing, Schedule 13D
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