Bio‑Techne Corp Announces Merger with Merck KGaA; Supplements Proxy

What Happened Bio‑Techne Corporation (TECH) filed a Current Report on Form 8‑K on September 14, 2026 updating its proxy for the proposed merger with Merck KGaA (Merger Sub merger announced June 25, 2026). The company says a shareholder lawsuit (Robert Garfield v. Baumgartner et al.) was filed on September 9, 2026 seeking to enjoin the September 23, 2026 special shareholder vote, and multiple shareholder demand letters have been received. Although Bio‑Techne disputes the claims, it voluntarily supplemented the Proxy Statement (filed August 20, 2026) to add disclosures so shareholders can vote at the scheduled meeting.

Key Details

• Filing: Form 8‑K dated September 14, 2026; special meeting set for September 23, 2026 at 9:00 a.m. ET.
• Litigation/Demands: One lawsuit filed (Sept 9, 2026) and multiple demand letters alleging omitted or deficient Proxy disclosures; Bio‑Techne denies merit but supplemented disclosures to avoid delays or uncertainty.
• Background updates: Disclosures clarified prior interest and discussions dating to 2023 (mentions Parent, Party A, Party B, Party C); confidentiality agreements noted (Party A on May 28, 2026; Party C on June 18, 2026). Board process updates: Goldman Sachs’ engagement terms were delegated to the Audit Committee and Goldman Sachs provided updated relationship disclosures on June 24, 2026. No post‑closing employment discussions occurred between July 2025 and signing.
• Valuation/financial advisor work: Goldman Sachs’ analyses cited ranges of illustrative present values per share of roughly $45–$74 (discounted future values), $58–$72 (certain illustrative calculations), and a reference implied per‑share range of $49–$67 using EV/LTM Adjusted EBITDA multiples (17.5x–24.5x). Key inputs included LTM Adjusted EBITDA ≈ $421M, total debt ≈ $200M, cash ≈ $210M, and fully diluted share counts in the ~157M–169M range; an illustrative discount rate of 10.3% was used in the DCF‑style analysis.

Why It Matters

• The 8‑K confirms the pending Merck KGaA acquisition remains on the shareholder vote calendar but faces legal challenges that could delay or affect completion.
• Supplemental disclosures add detail about the sale process, advisor engagement and valuation work — information investors use to assess whether the deal price and process were fair.
• Bio‑Techne’s statement that it believes the claims lack merit, combined with its voluntary supplements, reduces procedural risk of an immediate injunction but does not eliminate litigation risk; investors should review the updated Proxy Statement and monitoring filings for developments.