TECH

Business Context and Reporting Period

Company: BIO-TECHNE Corp (NASDAQ: TECH)
Filing Type: Form 8-K (Current Report)
Date of Report: June 23, 2026 (Event Date: June 25, 2026)
Event: Entry into a Material Definitive Agreement for a merger with Merck KGaA, Darmstadt, Germany ("Parent").

Bio-Techne Corporation has entered into an Agreement and Plan of Merger with Merck KGaA and its wholly-owned subsidiary, EMD Holdings NewCo, Inc. ("Merger Sub"). Upon consummation, Merger Sub will merge with and into Bio-Techne, with Bio-Techne surviving as a wholly-owned subsidiary of Merck KGaA. The Board of Directors has approved the transaction and recommends it to shareholders.

Key Financial Metrics and Transaction Terms

Merger Consideration: Shareholders will receive $73.00 in cash per share of common stock, without interest, less applicable tax withholdings.

Equity Award Treatment:

• Vested Options: Canceled for cash equal to the excess of the $73.00 merger consideration over the exercise price.
• Unvested Options: Converted to fixed cash-based awards based on the excess of $73.00 over the exercise price, subject to original vesting terms. Performance conditions deemed achieved at target.
• RSUs/PSUs: Converted to fixed cash-based awards equal to the number of units multiplied by $73.00. Performance conditions deemed achieved at maximum performance.
• Restricted Stock: Converted to fixed cash-based awards equal to the number of shares multiplied by $73.00. Performance conditions deemed achieved at target.
• Underwater Options: Options with an exercise price equal to or greater than $73.00 will be canceled for no consideration.

Executive Retention Bonuses (Item 5.02): Cash retention bonuses were approved for named executive officers, payable upon the Effective Time or termination of the agreement (subject to employment conditions):

• Kim Kelderman: $2,120,976
• Jim Hippel: $1,541,510
• William Geist: $1,161,014
• Shane Bohnen: $971,097
• Steve Crouse: $910,263

Financial Statements: This filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics for the reporting period. Refer to the Company's Annual Report on Form 10-K for fiscal year ended June 30, 2025, for historical financial data.

Material Changes and Closing Conditions

The primary material change is the execution of the Merger Agreement, which alters the corporate structure and ownership of Bio-Techne. The transaction is subject to the following closing conditions:

• Shareholder Approval: Affirmative vote of holders of a majority of voting power of outstanding shares.
• Regulatory Approvals: Expiration or termination of waiting periods under the Hart-Scott-Rodino Act and other required antitrust or investment screening approvals.
• No Injunctions: No governmental order prohibiting the merger.
• Representations and Warranties: Accuracy of representations and compliance with covenants by both parties.

Outside Date: The merger must be consummated by March 25, 2027. This date may be automatically extended for two successive three-month periods (to June 25, 2027, and September 25, 2027) if closing conditions are satisfied except for antitrust or investment screening approvals.

Guidance, Risks, and Termination Provisions

Termination Fees:

• Company Termination Fee: Bio-Techne must pay $230,455,000 to Parent if the agreement is terminated due to failure to obtain shareholder approval, failure to close by the Outside Date (following a competing proposal), a Change of Recommendation by the Board, or to enter into a Superior Proposal.
• Parent Termination Fee: Merck KGaA must pay $576,140,000 to Bio-Techne if the agreement is terminated due to failure to close by the Outside Date (where all conditions are met except antitrust) or due to a permanent governmental injunction prohibiting the merger.

Risks and Contingencies:

• Failure to obtain shareholder or regulatory approval.
• Integration challenges and potential disruption to business operations.
• Loss of key employees or customers.
• Competing proposals or changes in market conditions.
• Impact on credit ratings and indebtedness incurred by Merck KGaA.

Management Commentary: The Board has determined the transaction is advisable and in the best interests of the Company and its shareholders. The Company is subject to "no-shop" restrictions but retains a fiduciary out to consider a Superior Proposal under specific conditions.

Investor Verification Checklist

• Shareholder Vote: Verify the date and outcome of the special shareholder meeting required to approve the $73.00 per share cash offer.
• Regulatory Status: Monitor the status of antitrust and investment screening approvals, particularly given the Parent Termination Fee structure tied to regulatory delays.
• Equity Valuation: Confirm the treatment of specific equity awards (options, RSUs, PSUs) against the $73.00 strike price or conversion value, noting the "maximum performance" assumption for PSUs.
• Executive Retention: Review the total cost of the retention bonuses ($6.7 million total for named officers) and the conditions for payment (employment through Effective Time or Qualifying Termination).
• Competing Proposals: Watch for any "Superior Proposals" that could trigger the $230.5 million termination fee or allow the Board to change its recommendation.