CureVac N.V. (CVAC) Earnings Call Transcript

Welcome, everyone, to this Extraordinary General Meeting of Shareholders of CureVac N.V. My name is Dr. Mehdi Shahidi. I'm a member of the company's Supervisory Board. And due to a health-related absence of our Chairman, I will chair today's meeting in accordance with Dutch law and the company's Articles of Association. This Extraordinary General Meeting has been convened in connection with BioNTech's public exchange offer for all outstanding shares of CureVac N.V. During today's meeting, you will be asked to vote on certain resolutions relating to the proposed transaction with BioNTech, including the post-offer corporate reorganization of CureVac and its subsidiaries and the appointment of new members to CureVac's Management and Supervisory Board. Present at this Extraordinary General Meeting, either in person or by phone are, among others, Alexander Zehnder, our CEO; Thaminda Ramanayake, our CBO; Marco Rau, our General Counsel, who will act as Secretary of today's meeting; representatives working with our Dutch Legal Counsel, NautaDutilh and we, including our civil law notary, Paul van der Bijl. Before proceeding, I will now give the floor to the Secretary, who will discuss certain legal formalities relating to today's meeting.

Thank you, Mehdi. I'm Dr. Marco Rau, the General Counsel, Chief Compliance Officer and the Corporate Secretary of CureVac. For the record, I note that today's meeting has been convened with due observance of all relevant requirements under applicable law and the company's Articles of Association. At this meeting, 156,246,488 shares are represented, which represents approximately 70.52% of the company's issued share capital. This meeting will be conducted in the English language. We are live streaming this extraordinary general meeting. However, please note that shareholders and others following the live stream will not be able to vote or ask questions. As an aid in the preparation of the minutes of this meeting, the proceedings will also be recorded. We kindly request you not to use social media and other means to communicate about the proceedings at this meeting. The company will make the appropriate disclosures and communications after the meeting has been concluded. If participants would like to address the meeting, please raise your hand and the Chair will give you the floor at the appropriate time. Before addressing the meeting, please state your name and if applicable, the name of the shareholder you're representing. I now give the floor back to the Chair.

Thank you, Marco. Before proceeding to the next item on the agenda, I will determine the voting procedure for this meeting. Voting shall take place by show of hands. When putting a resolution to a vote, I will ask whether any participant wishes to vote against the resolution or wishes to abstain from voting. In that case, please raise your hand during the vote, state your name and if applicable, the name of the shareholder you are representing and the number of shares you are voting. Unless you raise your hand and indicate otherwise, your vote will be recorded as a vote for the proposed resolution. Valid voting proxies given to our civil law notary, Paul van der Bijl, to the extent these have been received in a timely fashion in advance of the meeting, will automatically be tabulated in the voting result without further action in accordance with the corresponding voting instructions. After each vote, I will announce whether the relevant resolution has passed. This voting procedure will be supervised by our civil law notary. Unless there are questions regarding this voting procedure, we will now proceed with the agenda. Are there any questions? We will now turn to the main topic of this meeting, starting with the second agenda item being the explanation of the exchange offer by BioNTech SE for ordinary shares in the capital of our company. I now give the floor to Thaminda Ramanayake, our CBO, to give an explanation of the offer.

Thank you, Mehdi. Good morning, good afternoon, everyone. As announced on October 22, 2025, BioNTech has commenced its public exchange offer for all outstanding ordinary shares of CureVac N.V. This offer is being made under the purchase agreement signed on June 12, 2025. Once completed, the transaction will bring together 2 pioneers of mRNA science with complementary capabilities and technologies, uniting them into one combined organization focused on advancing innovative and transformative mRNA-based immunotherapies. Under the terms of the purchase agreement, each CureVac ordinary share will be exchanged for approximately $5.46 in BioNTech American Depository Shares or ADSs. This represents a premium of approximately 55% to our volume-weighted 3-month average share price at the time the public exchange offer was announced, resulting in an implied aggregate equity value for CureVac of approximately $1.25 billion. This premium reflects the market's confidence in the strength of CureVac's mRNA science and our long-standing expertise in developing mRNA for life-changing therapies. As publicly communicated, the final considerations will be subject to certain call adjustments. The offer expires at 9:00 a.m. Eastern Standard Time on December 3, 2025, unless extended or terminated earlier in accordance with the purchase agreement. The offer is subject to several conditions, including the tender of at least 80% of CureVac's shares, which BioNTech may reduce to 75% under certain circumstances, receipt of all regulatory -- all required regulatory approvals and the adoption of the resolution proposed at today's meeting. The tender offer has been open since October 22. The tendering process requires active participation of our shareholders, processing necessary documents either physically or virtually in coordination with their respective financial institutions. I encourage our shareholders who wish to tender their shares to actively participate in this process sooner rather than later and by no later than the end of business day Eastern Time on December 2, 2025. This transaction has been unanimously approved by the Supervisory Boards of both companies. It is also supported initially by shareholders representing approximately 60% of CureVac shares and has been positively viewed by the German federal government. Innovators and friends of mRNA science also welcome the union. Industry thought leaders consider this transaction favorable not only for Germany, but also for the entire European Union. Following the closing, CureVac shareholders will be new holders of BioNTech American Depository Shares. We believe that this is the right time, the right partner and the right strategic path forward for CureVac. The combination has the potential to create long-term value for both sets of shareholders, supported by complementary expertise, a shared focus on mRNA innovation and a unified vision for the future. Moreover, as a share-for-share exchange, our shareholders may continue to participate in future and further value creation as new BioNTech shareholders, should they choose to do so. With the acquisition, BioNTech aims to strengthen its research, development and manufacturing capabilities, complementing its expertise in mRNA design, delivery, formulation and mRNA manufacturing. The combined company is expected to preserve and accelerate mRNA-based transformational therapeutics intended to serve highly unmet needs. After closing of the offer and the expiration of any subsequent offering period, both companies intend to proceed with a corporate reorganization of CureVac and its subsidiaries, resulting in BioNTech owning 100% of the business. This will be discussed in more detail in agenda item #3. For further information about the offer, including full terms of the purchase agreement, I refer you to the offering material publicly filed with the Securities and Exchange Commission, including BioNTech's registration statement and tender offer statement and CureVac's solicitation and recommendation statement. I now give the floor to Dr. Alexander Zehnder, our CEO, to give an update on these CureVac activities in 2025. Alex?

Thank you, Thaminda. As you may recall, during our Annual General Meeting in June, we outlined a clear strategy centered on advancing our core pipeline and executing with discipline. And I'm pleased to share that we have continued to make progress across our key programs. At the same time, we have allocated significant attention and resources to supporting the ongoing transaction with BioNTech. This deliberate shift in focus means that some of our early-stage time lines may adjust slightly, but our strategic priorities remain unchanged. As reported yesterday in our third quarter results communication, we reached important milestones on the path towards completing the transaction. The clearance from the German Federal Cartel Office and the opening of BioNTech's public exchange offer on October 21, marked major steps towards closing later this year. The temporary pause of the German litigation related to mRNA-based COVID-19 vaccines also provides greater clarity as we prepare for integration. These developments reflect solid momentum and continued alignment between the 2 companies. Across R&D in oncology, CVGBM is progressing with Phase I Part b data and remains on track. The EMA has granted CTA clearance for our off-the-shelf cancer immunotherapy candidate targeting squamous non-small cell lung cancer. And our individualized precision cancer immunotherapy continues to progress. Financially, our position remains strong. Revenues for the quarter reflected the expected year-over-year adjustment following last year's onetime GSK revenue, while underlying business drivers remained stable. Operating profit benefited from the U.S. settlement agreement and continued cost discipline. Most importantly, we ended the quarter with EUR 416 million in cash and cash equivalents, confirming our cash runway into 2028 and providing a solid foundation to support both the transaction as well as our key programs. As we look ahead, our focus is ensuring a smooth and well-prepared transition into the combined organization. Together with BioNTech, we are planning the structures, processes and handovers needed to enable a seamless integration once the transaction closes. As this most likely will be my last general assembly as CEO and together with my management team, I would like to sincerely thank our shareholders, employees and all stakeholders for their trust and support. CureVac has had an extraordinary 25-year journey, pioneering mRNA science long before it became a global focus, driving the basis for the next generation of medicines. It has been a privilege to contribute to this legacy and to work alongside a team whose dedication and resilience continue to define what CureVac stands for. We are deeply grateful for the confidence you have placed in us throughout this journey. With this, I now give back the floor to the Chair.

Thank you, Alexander. Before I give you the opportunity to raise questions relating to the offer, I note that our Management Board and Supervisory Board have, first, determined that the purchase agreement and the transactions contemplated thereby are in the best interest of our company and the sustainable success of its business, having considered the interest of its shareholders, employees and other relevant stakeholders. Second, approved and adopted the purchase agreement and approved the transactions contemplated thereby. And third, 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 CureVac, and to recommend approval and adoption of the voting items included on the agenda for today's meeting. Are there any questions on this topic? If there are no questions, I will proceed to the next item on the agenda. The third item on the agenda is the proposal to approve the consummation of the post-offer reorganization. As promptly as practicable following the closing of the offer and the expiration of subsequent offering period, BioNTech and CureVac intend effectuate a corporate reorganization of CureVac and its subsidiaries, resulting in BioNTech owning 100% of CureVac's business and CureVac no longer being a publicly traded company. The post-offer reorganization of CureVac will be comprised of the Dutch legal downstream merger of CureVac into a wholly owned subsidiary of CureVac called CureVac Merger B.V. As part of this legal downstream merger, CureVac Merger B.V. will allot Class A shares to all CureVac shareholders who did not tender their shares in the offer and Class B shares to BioNTech. Subsequently, CureVac Merger B.V. will sell all outstanding shares in CureVac SE, which holds the CureVac business to BioNTech. In a subsequent step, the Class A shares allotted by CureVac Merger B.V. will be canceled against payment in kind equal to the offer consideration without interest and subject to any applicable tax withholding. Further information and details of the post-offer reorganization can be found in the publicly filed offer materials and the explanatory notes to the convening notice for today's meeting. To approve and effect the post-offer reorganization of CureVac, I will now put to vote, two separate voting items. The first voting item concerns the conditional resolution to enter into a legal merger of CureVac N.V. as disappearing company with and into CureVac Merger B.V. as acquiring company surviving such merger as described in the materials for this meeting. Are there any questions on this topic? If there are no questions, I will put this agenda item to a vote. Please raise your hands if you wish to vote against this resolution. Please raise your hand if you wish to abstain from voting on this resolution. [Voting]

Thank you. Based on the voting results, I conclude that this resolution has passed. The second voting item concerns the conditional resolution to approve to the extent required under applicable law and the company's Articles of Association and bylaws, first, the legal downstream merger that we just discussed and voted on; second, the subsequent sale and transfer of all outstanding shares in the capital of CureVac SE by CureVac Merger B.V. to BioNTech; and third, the subsequent cancellation of all outstanding Class A shares in the capital CureVac merger B.V. Are there any questions on this topic? If there are no questions, I will put this agenda item to a vote. Please raise your hand if you wish to vote against this resolution. Please raise your hand if you wish to abstain from voting on this resolution. [Voting]