BioNTech SE (NasdaqGS:BNTX) entered into an Agreement to acquire Neon Therapeutics, Inc. (NasdaqGS:NTGN) from Third Rock Ventures, LLC and others for $73.6 million on January 15, 2020. The consideration consists of 0.063 American Depositary Shares. Upon closing, Neon will be de-listed and will operate as a subsidiary of BioNTech. Upon termination of the merger agreement under specified circumstances, Neon Therapeutics will be required to pay BioNTech a termination fee of approximately $3.2 million. The transaction is subject to the approval of Neon's shareholders, Registration statement effectiveness (S-4/F-4), listing/approval of new shares on stock exchange and the satisfaction of customary closing conditions. The merger agreement was unanimously approved by the members of the board of directors of Neon and BioNTech. The Board resolved to recommend approval of the Merger Agreement to Neon Therapeutics's shareholders. Certain stockholders of Neon owning approximately 36% of the outstanding Neon shares have entered into voting agreements, pursuant to which they have agreed, among other things, and subject to the terms and conditions of the agreements, to vote in favor of the Neon acquisition. As of February 5, 2020, the registration statement has been declared effective. The shareholder meeting of Neon is scheduled on May 4, 2020. The transaction is expected to close in the second quarter of 2020.

Mitchell S. Bloom, James A. Matarese and Lillian Kim of Goodwin Procter LLP acted as legal advisors to Neon and Ondra LLP acted as financial advisor to Neon. Paul Claydon, Brian K. Rosenzweig, Matthew T. Gehl and Jack S. Bodner of Covington & Burling LLP acted as legal advisors to BioNTech SE. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Neon Therapeutics, Inc. Jochen Dieselhorst and Peter Versteegen of Freshfields Bruckhaus Deringer (Germany) acted as legal advisors to BioNTech SE. Innisfree M&A Inc. acted as proxy solicitor to Neon Therapeutics and Neon would pay a fee of approximately $15,000 plus expenses. Duff & Phelps, LLC provided a fairness opinion and acted as financial advisor to Neon's board of directors in connection with the transaction. Neon agreed to pay Duff & Phelps a fee of $250,000 for its services, $125,000 of which became payable upon signing the engagement letter and $125,000 became payable upon Duff & Phelps informing the Neon Board that it was prepared to deliver its opinion. The Bank of New York Mellon Corporation (NYSE:BK) acted as depositary to BioNTech.

BioNTech SE (NasdaqGS:BNTX) completed the acquisition of Neon Therapeutics, Inc. (NasdaqGS:NTGN) from Third Rock Ventures, LLC and others on May 6, 2020. As a result of the transaction, Neon will operate under the name of BioNTech US Inc. and serve as BioNTech's U.S. headquarters. As of May 7, 2020, Neon's common stock will no longer be available for trading.