SCHEDULE 13D/A: Major CureVac Stockholders Pledge Support for BioNTech's Acquisition Offer

Key CureVac N.V. stockholders, including dievini Hopp BioTech holding GmbH & Co. KG, have entered into a Tender and Support Agreement with BioNTech SE, committing to tender their shares into BioNTech's exchange offer and support the proposed acquisition and post-offer reorganization.

Summary

• BioNTech SE is initiating an exchange offer to acquire any and all outstanding ordinary shares of CureVac N.V., which will be followed by a Post-Offer Reorganization of CureVac.
• Several significant CureVac stockholders, including dievini Hopp BioTech holding GmbH & Co. KG, DH-LT-Investments GmbH, Zweite DH Verwaltungs GmbH, and DH-Assets GmbH & Co. KG (collectively, the 'Supporting Stockholders'), have signed a Tender and Support Agreement with BioNTech SE.
• These Supporting Stockholders collectively own a substantial portion of CureVac's shares; for instance, dievini Hopp BioTech holding GmbH & Co. KG holds 70,181,760 shares (31.3% of the class), and Dietmar Hopp beneficially owns 82,373,544 shares (36.7% of the class).
• The agreement obligates these stockholders to irrevocably tender all their 'Covered Shares' (including currently owned and any additional shares acquired before termination) into BioNTech's offer.
• Supporting Stockholders also commit to vote their Covered Shares in favor of resolutions facilitating the exchange offer and against any alternative acquisition proposals or actions inconsistent with the Purchase Agreement or Post-Offer Reorganization.
• The agreement addresses the termination of existing shareholder agreements, specifically the KfW-dievini SHA, the Relationship Agreement, and the Investment and Shareholders Agreement (ISA), contingent on Kreditanstalt fr Wiederaufbau (KfW) taking similar actions.
• dievini Hopp BioTech holding GmbH & Co. KG will work with CureVac and other pre-IPO shareholders to amend the terms of the Company's Prior VSOP (employee share incentive plan) awards, aiming to settle these obligations by tendering the required shares and transferring the offer consideration to beneficiaries.

Sentiment

Score: 8

Explanation: The agreement signals strong commitment from major shareholders for the acquisition, significantly de-risking the transaction for BioNTech and providing a clear exit path for CureVac's supporting shareholders. The detailed legal framework and mutual reliance clauses indicate a well-structured and anticipated corporate action.

Positives

• The agreement secures strong commitment from major CureVac shareholders, significantly increasing the likelihood of BioNTech's acquisition succeeding.
• The 'Most Favoured Nation' clause ensures that the terms provided to these stockholders are no less favorable than those offered to other shareholders in similar support agreements, promoting equitable treatment.
• The framework for addressing the Prior VSOP employee share incentive plan provides a clear mechanism for settling outstanding obligations, which can benefit both the company and the beneficiaries.
• The waiver of various shareholder rights (e.g., appraisal, dissenters', right of first refusal) by the supporting stockholders streamlines the acquisition process and reduces potential legal complexities.

Negatives

• Supporting stockholders are subject to strict transfer restrictions on their CureVac shares, limiting their ability to sell or dispose of these shares outside of the tender offer until the agreement terminates.
• Post-acquisition, stockholders who receive BioNTech American Depositary Shares (ADS) will face selling restrictions, allowing them to sell only up to 25% of their received ADS in the first 90 days and another 25% in the subsequent 90 days, which could impact immediate liquidity.

Risks

• The consummation of the Offer is subject to a 'Minimum Condition' as defined in the Purchase Agreement, meaning the acquisition may not proceed if this condition is not met.
• The agreement's termination is contingent on factors such as the valid termination of the Purchase Agreement or adverse modifications to the Offer consideration, which could introduce uncertainty regarding the transaction's completion.
• The obligation to tender shares is subject to the lifting of transfer restrictions set forth in the KfW-dievini SHA; failure to lift these restrictions could impede the tender process for dievini Hopp BioTech holding GmbH & Co. KG.
• dievini Hopp BioTech holding GmbH & Co. KG's ability to fully tender shares related to the Prior VSOP depends on reaching agreements with beneficiaries; if not, they are entitled to withhold shares, potentially affecting the total tendered amount.

Future Outlook

The document outlines the framework for BioNTech SE's exchange offer to acquire CureVac N.V. and the subsequent Post-Offer Reorganization. It indicates a clear path towards the full integration of CureVac into BioNTech, contingent on the successful completion of the tender offer and the lifting of existing shareholder agreement restrictions.

Management Comments

• Stockholder understands and acknowledges that Buyer is entering into the Purchase Agreement in reliance upon Stockholder’s execution, delivery and performance of this Agreement.
• Buyer understands and acknowledges that Stockholder is entering into this Agreement in reliance upon Buyer’s execution, delivery and performance of the Purchase Agreement.

Industry Context

This agreement signifies a strategic consolidation within the biotechnology and pharmaceutical sectors, specifically in the mRNA technology space, where both BioNTech and CureVac operate. BioNTech's move to acquire CureVac suggests a potential aim to consolidate intellectual property, talent, or market position, which is a common trend in the highly competitive and capital-intensive biotech industry. The transaction could impact the competitive landscape for mRNA-based therapeutics and vaccines.

Corporate Governance

Legal Proceedings

• The document states that as of the date of the agreement, there is no pending or threatened litigation or order against the Stockholder that would reasonably be expected to restrict, prohibit, impair, or delay the consummation of the transactions contemplated herein or the performance of obligations under the agreement.

Related Party Transactions

• The agreement involves dievini Hopp BioTech holding GmbH & Co. KG and other entities associated with Dietmar Hopp, who is a significant pre-IPO shareholder and has existing agreements (KfW-dievini SHA, Relationship Agreement, ISA) with CureVac and KfW. The agreement specifically addresses the termination and waivers related to these pre-existing related-party arrangements to facilitate the acquisition.

Stakeholder Impact

• **Shareholders (CureVac)**: Major shareholders are committing to tender their shares, indicating a likely positive outcome for them through the exchange offer. Other shareholders will also have the opportunity to tender their shares. Those receiving BioNTech ADS will face temporary selling restrictions.
• **Employees (CureVac)**: The agreement addresses the pre-IPO employee share incentive plan (Prior VSOP), aiming to settle awards through the tender offer, which should provide clarity and a path to liquidity for beneficiaries.
• **BioNTech SE**: The agreement secures critical shareholder support, de-risking the acquisition and paving the way for strategic expansion and integration of CureVac's assets and capabilities.
• **KfW (Kreditanstalt fr Wiederaufbau)**: As a party to existing shareholder agreements, KfW's cooperation is crucial for the termination of these agreements, which is a condition for the transaction's smooth execution.

Next Steps

• Buyer to commence an exchange offer to acquire outstanding ordinary shares of CureVac N.V.
• Following the consummation of the Offer, the Post-Offer Reorganization of CureVac N.V. will occur.
• dievini Hopp BioTech holding GmbH & Co. KG, the Company, and other Contributing Shareholders will work to amend contractual terms of the Company Prior VSOP Awards.
• KfW is expected to enter into a tender support agreement with Buyer, waiving its right of first refusal and agreeing to terminate the KfW-dievini SHA and Relationship Agreement.
• Stockholders will tender their Covered Shares into the Offer promptly after commencement, receipt of Offer Documents, or confirmation of lifted transfer restrictions.

Key Dates

Keywords

Tender and Support Agreement, BioNTech SE, CureVac N.V., Acquisition, Exchange Offer, Shareholder Agreement, Corporate Governance, SEC Filing, Biotechnology, Pharmaceuticals, Mergers and Acquisitions, Stockholder Support