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Covington Advises BioNTech on Strategic Transaction to Acquire CureVac in Public Exchange Offer

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  • Covington Advises BioNTech on Strategic Transaction to Acquire CureVac in Public Exchange Offer

NEW YORK— Covington represented BioNTech in its definitive Purchase Agreement pursuant to which BioNTech intends to acquire, in an all-stock transaction, all of the shares of CureVac, a clinical-stage biotech company developing a novel class of transformative medicines in oncology and infectious diseases based on messenger ribonucleic acid (mRNA).

Under the terms of the Purchase Agreement, each CureVac share will be exchanged for approx. $5.46 in BioNTech ADSs, resulting in an implied aggregate equity value for CureVac of approx. $1.25 billion. Upon closing of the transaction, CureVac shareholders are expected to own between 4% and 6% of BioNTech.

Following the closing of the exchange offer BioNTech and CureVac will effectuate a corporate reorganization of CureVac and its subsidiaries, resulting in BioNTech owning 100% of CureVac’s business and interests in CureVac and its subsidiaries.

The Covington team included Jack Bodner and Paul Claydon (M&A), Matthew Gehl (securities & capital markets), Jenna Wallace (benefits), Sibel Yilmaz, James Dean, and Ryan Quillian (antitrust), Van Ellis (life sciences transactions), Ansgar Simon (tax), Adem Koyuncu and Gerald Masoudi (food and drug regulatory), and Henning Bloss (German corporate and capital market law).

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