Sec Form 13D Filing - KfW filing for CUREVAC N V CUREVAC N V IN CON (CVAC) - 2020-08-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

CUREVAC N.V.

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 (Name of Issuer)

Common Shares € 0.12 par value

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(Title of Class of Securities)

N2451R105

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(CUSIP Number)

 

Scott Sonnenblick

Linklaters LLP

1345 Avenue of the Americas

New York, NY

+1 212 903 9292

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(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

 

August 14, 2020

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(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

 

The information required on this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	KfW
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			29,871,441*
		8	SHARED VOTING POWER
			117,021,658**
		9	SOLE DISPOSITIVE POWER
			29,871,441*
		10	SHARED DISPOSITIVE POWER
			117,021,658**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	117,021,658**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	65.8%***
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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CUSIP No.

N2451R105

13D

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This statement on Schedule 13D (the “Schedule 13D”) relates to the common shares, par value of €0.12 per share (the “Common Shares”), of CureVac N.V., a public company (naamloze vennootschap) organized under Dutch law (the “Issuer”). The Issuer’s principal executive offices are located at Friedrich-Miescher-Strasse 15, 72076, Tübingen, Germany.

 

This Schedule 13D is filed by KfW, (the “Reporting Person”), a public law institution (Anstalt des öffentlichen Rechts) organized under the Law concerning KfW (the “KfW Law”).

 

The address of principal business and principal office of the Reporting Person is:

Palmengartenstrasse 5-9

60325 Frankfurt am Main

Germany

The Reporting Person is a promotional bank and serves domestic and international public policy objectives of the federal government of the Federal Republic of Germany.

 

The Federal Republic of Germany holds 80% of the Reporting Person’s subscribed capital, and the German federal states (each, a “Land” and together, the “Länder”) hold the remaining 20%.

 

During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Information regarding the executive board of the Reporting Person is set forth in Annex A hereto and incorporated herein by reference.

The source of funds for the purchase of the Issuer’s securities was general funds.

 

In June 2020, the Reporting Person was mandated by the federal government of the Federal Republic of Germany pursuant to and in accordance with article 2 paragraph 4 of the KfW Law (Zuweisungsgeschäft) to make an investment (“Investment”) of approximately EUR 300 million by way of acquiring a shareholding in the biopharmaceutical company CureVac AG. The Investment occurred at the end of July 2020. On August 10, 2020, CureVac B.V., a private company with limited liability under Dutch law, announced its intention to offer and sell in an underwritten initial public offering (“IPO”) new common shares and to list such shares on The Nasdaq Global Market (“Nasdaq”). In connection with the consummation of the IPO, all shares of CureVac AG were contributed into CureVac B.V. in exchange for shares of CureVac B.V. and CureVac B.V. was converted to the Issuer (the “Reorganization”). Under the mandate, the Reporting Person is fully covered by the Federal Republic of Germany against any economic risks resulting from its investment.

 

The Reporting Person intends to review its investments in the Issuer on a continuing basis. Based on such review, the Reporting Person may acquire additional securities, or retain or sell all or a portion of the securities then held, including without limitation in open market, block sales or privately negotiated transactions, at any time, and may formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of strategic investment and trading policies of the Reporting Person.

 

The Reporting Person may engage in discussions with management, the Issuer’s management board and supervisory board, shareholders of the Issuer and other relevant parties or encourage such persons to consider or explore extraordinary corporate transactions, such as a merger, take private transaction that could result in a de-listing or de-registration of the Common Shares, sales or acquisitions of assets or businesses, changes to the capitalization or dividend policy of the Issuer or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Issuer’s management board and supervisory board.

 

Any actions the Reporting Person might undertake will be dependent upon the Reporting Person’s review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, price levels of the Issuer’s securities, general market, industry and economic conditions, the relative attractiveness of alternative business and investment opportunities and other future developments.

 

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Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time.

 

 

Shareholders’ Agreement

 

In connection with the Investment, the Reporting Person, dievini and Hopp entered into the Shareholders’ Agreement, agreeing to certain transfer restrictions and rights of first refusal relating to their interests in the Issuer, certain nomination rights, and a voting agreement relating to certain specified actions. In particular, dievini and Hopp agreed to vote a specified number of their shares as directed by the Reporting Person on certain specified actions, subject to certain exceptions. These specified actions include, inter alia: (i) transferring the tax domicile of the Issuer and/or the approval of the transfer of the corporate or administrative seat of CureVac AG; (ii) relocating or ceasing activities in specified areas to a state outside the European Union to the extent (in particular in the area of the development of vaccines) material for the protection of the health of the population of the European Union; (iii) entering into material mergers and acquisitions; and (iv) amendments to the articles of association of CureVac AG which would affect the foregoing matters. Under the terms of the Shareholders’ Agreement, Hopp has agreed to purchase an aggregate of EUR 100 million of the Common Shares in a concurrent private placement at a price per share equal to the initial public offering price. Hopp has effected this purchase through DH-LT-Investments GmbH and its affiliate entities. In connection with such concurrent private placement, DH-LT-Investments GmbH acceded to the Shareholders’ Agreement on August 14, 2020. The Shareholders’ Agreement has an initial fixed term that expires on December 31, 2023, subject to a right to extend for one year for the benefit of the Reporting Person and dievini, and may be terminated after the initial fixed term, or the extended term, if applicable, by either party subject to six months’ notice prior the end of the applicable calendar year. In addition, the Shareholders’ Agreement shall automatically terminate if the Reporting Person sells all or a part of its interest in the Issuer to a third party, subject to certain exceptions.

 

Investment and Shareholders’ Agreement

 

CureVac AG, the Reporting Person and certain pre-IPO shareholders of CureVac AG entered into an investment and shareholders’ agreement dated as of July 17, 2020 (“ISA”). The ISA provides for certain particular shareholders’ rights and also envisages restrictions on the shareholders party thereto, including the obligation to enter into a registration rights agreement, restrictions on transfer, as well as certain tag along rights, drag along rights, demand rights, rights of first offer and rights of first refusal.

 

Upon the listing of the Common Shares on Nasdaq, only certain limited provisions of the ISA survived the Reorganization. Pursuant to such provisions that will survive the IPO, the Issuer and the pre-IPO shareholders parties to the ISA are obligated to the following obligations:

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Registration Rights Agreement

 

Pursuant to the registration rights agreement dated as of August 14, 2020 and by and among the Issuer, the Reporting Person, dievini and DH-LT-Investments GmbH, certain shareholders are provided with customary piggyback and certain demand registration rights subject to customary limitations and restrictions.

 

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Relationship Agreement

In connection with the Investment, the Reporting Person, dievini and CureVac B.V. entered into a relationship agreement dated as of July 17, 2020 (the “Relationship Agreement”). Pursuant to the Relationship Agreement, the parties agreed upon the form of the articles of association, the supervisory board rules and the management board rules. In addition, the Relationship Agreement establishes that if at any time during the effectiveness of the Shareholders’ Agreement any of the Issuer’s shareholders other than the Reporting Person or dievini is granted a nomination right to the Issuer’s supervisory board or the supervisory board of any of the Issuer’s subsidiaries, then all of the parties to the Relationship Agreement shall use best e fforts to exercise their shareholder rights to ensure that the Reporting Person and dievini shall each be given a nomination right as well. The Issuer also agreed not to procure, not to propose or implement during the terms of the Shareholders’ Agreement and the ISA, any amendment to the corporate documents of CureVac AG or CureVac B.V. or the Issuer, which would violate or not observe the Relationship Agreement, the ISA or other agreements concluded with the Issuer and the Reporting Person in connection with the Investment.

 

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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ANNEX A

The following sets forth the name, position, principal occupation and citizenship of each member of the executive board of KfW as set forth on the website of KfW as of August 24, 2020.

 

EXECUTIVE BOARD

 

 

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