BioNTech, a biotech firm greatest recognized for its profitable growth of a messenger RNA Covid-19 vaccine, is buying fellow mRNA firm CureVac in a $1.25 billion inventory deal that brings collectively companies making use of their respective applied sciences to the event of recent remedies for most cancers.
The acquisition settlement introduced Thursday will place the mRNA pipeline and manufacturing infrastructure of CureVac beneath the umbrella of the a lot bigger BioNTech, whose pipeline progress has been fueled by income from the commercialized Covid-19 vaccine. The joint BioNTech and CureVac announcement Thursday framed the acquisition as a strategy to mix complementary applied sciences and capabilities. However BioNTech and CureVac weren’t all the time on such cordial phrases. In reality, they’ve been combating in court docket for the previous three years.
Mainz, Germany-based BioNTech and Tübingen, Germany-based CureVac each rose to prominence through the Covid-19 pandemic resulting from their respective mRNA expertise platforms. Whereas CureVac’s vaccine candidate for the novel coronavirus fell in need of expectations in scientific testing, BioNTech’s mRNA vaccine, partnered with Pfizer, went on to develop into the primary FDA-authorized after which the primary FDA-approved Covid-19 vaccine, Comirnaty.
CureVac was based eight years earlier than BioNTech and it contended its innovations have been key to the design and growth of Comirnaty. In 2022, CureVac sued BioNTech in Europe, claiming Comirnaty infringed key mRNA patents. Current rulings have gone CureVac’s approach. In March and in Might, the European Patent Workplace issued rulings upholding the validity of two CureVac patents. Extra patent hearings have been anticipated over the summer time.
To Leerink Companions analyst Daina Graybosch, BioNTech’s acquisition of CureVac is actually a hedge towards authorized and monetary uncertainty. The patent litigation put BioNTech susceptible to paying backdated royalties on about $32 billion of world Comirnaty gross sales so far, Graybosch stated in a analysis observe. Paying about $1.25 billion to amass CureVac is actually an out-of-court settlement, she stated, including that BioNTech has the extra potential upside of having the ability to leverage CureVac’s rising mRNA-based oncology platform and experience to enrich its personal work in most cancers drug R&D.
CureVac’s Covid-19 vaccine was developed with GSK beneath an alliance that coated infectious illness broadly. Final yr, GSK took over growth of an avian influenza vaccine candidate that emerged from the partnership. CureVac additionally accomplished a restructuring that left the corporate targeted on R&D of mRNA most cancers vaccines which are at present in preclinical and early scientific growth.
Effectively earlier than Covid-19’s emergence, most cancers was the main focus of BioNTech. The corporate nonetheless has a number of mRNA most cancers immunotherapies in its pipeline. However through the latest annual assembly of the American Society of Medical Oncology, Chief Business Officer Annemarie Hanekamp advised MedCity Information {that a} bispecific antibody, codenamed BNT327, is the centerpiece of the corporate’s oncology technique. This antibody is engineered to bind to 2 most cancers targets, the proteins PD-L1 and VEGF-A.
BNT327 is at present in pivotal testing in lung and breast cancers, however BioNTech views the bispecific antibody as a drug mixture spine, doubtlessly paired with different belongings from the BioNTech pipeline, reminiscent of mRNA immunotherapies and antibody drug conjugates. That technique has a giant enhance from Bristol Myers Squibb, which final week agreed to pay $1.5 billion up entrance to start a collaboration with BioNTech on BNT327.
BioNTech, whose American depositary shares (ADS) commerce on the Nasdaq, opened Thursday at $105.64 per share. In accordance with phrases of the all-stock acquisition, every CureVac share can be exchanged for about $5.45 in BioNTech ADS. That worth represents a premium of 32.6% to CureVac’s closing inventory worth on Wednesday and a virtually 55% premium to the biotech’s common inventory worth within the three months main as much as the deal. The transaction comes with a collar settlement that units a ceiling and a flooring for the change relying on modifications to BioNTech’s inventory worth. When the deal closes, CureVac shareholders’ possession stake in BioNTech can be between 4% and 6%.
Along with the customary regulatory approvals, the acquisition requires a minimal of 80% of CureVac shares to simply accept the transaction phrases. A shareholder assembly is deliberate, however has not but been scheduled. BioNTech stated it could unilaterally scale back the minimal threshold to 75% beneath sure circumstances that weren’t specified.
The acquisition announcement states that shareholders representing 36.76% of CureVac’s shares have agreed to tender their shares and to vote in favor of the transaction on the upcoming assembly. Additionally, BioNTech stated the German authorities has “confirmed to usually have a optimistic view on the transaction.”
BioNTech and CureVac count on the acquisition will shut later this yr. Afterward, CureVac will function as an entirely owned subsidiary with its manufacturing web site in Tübingen built-in into BioNTech.
“This transaction is one other constructing block in BioNTech’s oncology technique and an funding in the way forward for most cancers medication,” BioNTech CEO and co-founder Ugur Sahin stated in a ready assertion. “We intend to deliver collectively complementary capabilities and leverage applied sciences with the purpose of advancing the event of progressive and transformative most cancers remedies and establishing new requirements of look after numerous sorts of most cancers within the coming years.”
Photograph: Arne Dedert/image alliance, through Getty Photos
