Repligen Corp Announces Merger Agreement to Acquire BioLife for Cash + Stock

What Happened

• Repligen Corporation (RGEN) announced a Agreement and Plan of Merger dated July 21, 2026 to acquire BioLife Solutions, Inc. The deal consideration is $11.25 in cash plus 0.1442 shares of Repligen common stock for each share of BioLife common stock. The transaction is structured as two sequential mergers (Merger Sub 1 into BioLife, then the surviving BioLife into Merger Sub 2) so that BioLife becomes a direct, wholly owned subsidiary of Repligen upon closing.
• The Hart-Scott-Rodino (HSR) waiting period expired at 11:59 p.m. ET on September 3, 2026, and Repligen’s Registration Statement on Form S-4 (including the proxy statement/prospectus) was effective September 4, 2026. The special meeting of BioLife stockholders to vote on the merger is scheduled for October 5, 2026 at 9:00 a.m. ET. Closing remains subject to customary conditions, including BioLife stockholder approval and other regulatory and closing conditions.

Key Details

• Deal consideration per BioLife share: $11.25 cash + 0.1442 Repligen common shares.
• Merger structure: two-step merger using wholly owned Merger Sub 1 and Merger Sub 2; BioLife will become a direct, wholly owned subsidiary of Repligen upon closing.
• HSR waiting period expired: September 3, 2026; Registration Statement (Form S-4) effective: September 4, 2026.
• BioLife stockholder vote scheduled: October 5, 2026 (remote special meeting).

Why It Matters

• The transaction combines Repligen and BioLife operations and could affect Repligen’s financials, share count and strategic position in cell therapy and bioprocess markets; the issuance of Repligen shares as part of the consideration may be dilutive to existing shareholders.
• Completion depends on shareholder approval and other customary closing and regulatory conditions; expiry of the HSR waiting period is a regulatory milestone but not the final closing condition.
• Investors should review the Registration Statement/proxy statement/prospectus for full terms, risks and integration details (available from Repligen, BioLife or the SEC) before making voting or investment decisions.