SCHEDULE: GSK to Tender CureVac Shares in BioNTech Offer

GSK plc's subsidiary, Glaxo Group Limited, has agreed to tender its 7.4% stake in CureVac N.V. into BioNTech SE's exchange offer.

Summary

• GSK plc, through its indirect wholly-owned subsidiary Glaxo Group Limited (GGL), beneficially owns 16,591,937 Common Shares of CureVac N.V., representing 7.4% of the outstanding shares.
• GGL has entered into a Tender and Support Agreement with BioNTech SE, committing to tender all its CureVac Common Shares into BioNTech's Exchange Offer.
• GGL will vote in favor of proposals facilitating the Exchange Offer and against any alternative acquisition proposals.
• The agreement also stipulates the termination of the Investment and Shareholders' Agreement (ISA) for GGL upon the Exchange Offer's first settlement date.
• GSK's initial acquisition of 14,935,721 shares in CureVac N.V. occurred on August 13, 2020, in exchange for CureVac AG Series B shares valued at €149,999,404.50.
• An additional 1,656,216 Common Shares were purchased on February 10, 2023, for $9.25 per share, totaling $15,319,998.
• All acquisitions were funded using internal resources.

Sentiment

Score: 7

Explanation: The filing indicates a clear strategic move by GSK to divest its stake in CureVac through a pre-arranged tender offer, which provides certainty regarding the future of this investment. While not a direct operational update for CureVac, for GSK, it represents a planned portfolio adjustment. The lack of negative surprises or legal issues contributes to a moderately positive sentiment regarding the execution of this strategic decision.

Positives

• GSK's commitment to tender its shares into BioNTech's Exchange Offer indicates a clear path for monetization of its investment in CureVac.
• The agreement to vote in favor of the Exchange Offer facilitates a smooth transaction process for BioNTech and CureVac.

Risks

• The completion of the Exchange Offer is subject to terms and conditions set forth in the Purchase Agreement between BioNTech SE and CureVac N.V.
• The Tender and Support Agreement includes certain restrictions on GGL's ability to take actions with respect to CureVac and its Common Shares.

Future Outlook

GSK plc, through its subsidiary, has committed to tender all its CureVac N.V. Common Shares into an Exchange Offer by BioNTech SE, indicating an anticipated divestment of its stake in CureVac. The Investment and Shareholders' Agreement (ISA) will terminate for GGL upon the Exchange Offer's first settlement date.

Industry Context

This filing highlights a significant strategic move within the biopharma industry, where a major player (GSK) is divesting its stake in a smaller, innovative mRNA company (CureVac) to another leading biopharma firm (BioNTech). This could indicate consolidation or strategic realignment in the mRNA space, potentially driven by market dynamics, pipeline focus, or the evolving competitive landscape post-pandemic.

Comparison to Industry Standards

• The tender of a significant minority stake (7.4%) by a large pharmaceutical company like GSK to another major biopharma firm (BioNTech) is a common strategic maneuver for portfolio optimization or consolidation in the biopharma sector.
• Similar transactions include large pharmaceutical companies divesting non-core assets or minority stakes in biotech firms, such as Pfizer's divestment of its stake in Haleon or Sanofi's strategic portfolio adjustments.
• The structure of an exchange offer, as agreed upon in the Purchase Agreement between BioNTech and CureVac, is a standard mechanism for corporate acquisitions, particularly when integrating companies with existing shareholder bases.

Corporate Governance

Related Party Transactions

• The initial acquisition of CureVac shares by GGL in 2020 and the follow-on purchase in 2023 were transactions between GSK's subsidiary and CureVac, which could be considered related party transactions given GSK's significant ownership.
• The Tender and Support Agreement is a transaction involving a significant shareholder (GSK's subsidiary) and the acquiring entity (BioNTech SE) regarding the shares of the Issuer (CureVac N.V.).

Stakeholder Impact

• Shareholders (CureVac N.V.): The filing indicates a major shareholder (GSK) is committed to tendering its shares into BioNTech's offer, potentially signaling confidence in the offer's terms and encouraging other shareholders to tender.
• Shareholders (GSK plc): The divestment of the CureVac stake represents a strategic portfolio adjustment, potentially freeing up capital or streamlining focus.
• BioNTech SE: The agreement secures a significant block of shares (7.4%) for its Exchange Offer, increasing the likelihood of a successful acquisition of CureVac.

Next Steps

• BioNTech SE to commence the Exchange Offer for outstanding CureVac N.V. Common Shares.
• CureVac N.V. shareholders to vote on proposals facilitating the Exchange Offer.
• Glaxo Group Limited to tender all its Common Shares into the Exchange Offer.
• Termination of the Investment and Shareholders' Agreement (ISA) for GGL upon the first settlement date of the Exchange Offer.

Key Dates

Recommendation

For CureVac N.V. shareholders, the filing confirms a major shareholder's commitment to the BioNTech tender offer, which is a significant de-risking event for the acquisition. However, the recommendation is 'hold' rather than 'buy' because the tender offer price is already established, and there's limited upside beyond that price. For GSK plc shareholders, this filing is a procedural update on a planned divestment, not a direct operational or financial performance indicator that would warrant a 'buy' or 'sell' recommendation based solely on this document. The strategic decision to divest has already been made and is being executed.

Keywords

GSK plc, CureVac N.V., BioNTech SE, Tender Offer, Exchange Offer, Schedule 13D, Shareholder Agreement, Biopharma, Investment, Glaxo Group Limited