Bio‑Techne Corp Approves Merger with Merck KGaA

What Happened
Bio‑Techne Corporation announced that, at a special meeting of shareholders on September 23, 2026, holders of a quorum approved the Agreement and Plan of Merger pursuant to which Merck KGaA, Darmstadt, Germany (through a Merger Sub) will acquire Bio‑Techne and Bio‑Techne will become a wholly‑owned subsidiary of Merck. The record date was August 11, 2026, with 156,800,296 shares outstanding; shareholders holding 78.55% of outstanding shares were present or represented and entitled to vote.

Key Details

• Record date and outstanding shares: 156,800,296 shares as of Aug 11, 2026.
• Quorum and turnout: holders of 78.55% of outstanding shares were present or represented at the Sept 23, 2026 meeting.
• Merger Agreement vote: For 121,929,544; Against 1,208,817; Abstain 30,610.
• Non‑binding compensation advisory vote (merger‑related pay): For 25,912,275; Against 96,412,306; Abstain 844,390 (non‑binding).
• Adjournment proposal was not submitted because there were sufficient votes to approve the Merger Agreement. A press release about the vote was issued on Sept 23, 2026 (Exhibit 99.1).

Why It Matters
Shareholder approval clears a key corporate hurdle for the acquisition by Merck KGaA; the Merger can now proceed subject to the remaining closing conditions in the Merger Agreement. The large “against” vote on the non‑binding compensation advisory indicates shareholder disapproval of proposed merger‑related executive compensation, which is advisory only but may be a governance signal investors and management will watch.