BioLife Solutions Announces Merger with Repligen for $11.25 + Stock

What Happened

• On July 21, 2026 BioLife Solutions, Inc. entered into an Agreement and Plan of Merger with Repligen Corporation under which Repligen will acquire all outstanding BioLife shares. Each BioLife share will be converted into $11.25 in cash plus 0.1442 shares of Repligen common stock (no fractional shares; cash paid in lieu of fractions). BioLife’s independent directors unanimously approved the deal and Repligen’s board has approved it. The parties expect the transaction to close in the fourth quarter of 2026, subject to customary conditions.

Key Details

• Merger structure: two-step merger (Merger Sub 1 merges into BioLife, then the surviving company merges into Merger Sub 2).
• Equity treatment: outstanding options/RSUs/RSAs/PSUs accelerate and convert to BioLife shares immediately prior to the merger and then into the merger consideration (options vest in full; PSUs treated at the greater of target or actual performance measured as of the latest practicable date).
• Closing conditions: BioLife stockholder approval, effectiveness of Repligen’s Form S-4 (proxy/prospectus), HSR and other antitrust clearances, Nasdaq listing approval for Repligen shares issued, and customary reps/covenants and MAE/no‑material‑adverse‑effect conditions.
• Timing and termination: outside date is Jan 31, 2027 (subject to specified automatic extensions); a $59.0 million termination fee may apply to BioLife under certain deal‑protection scenarios.
• Additional filings/announcements: BioLife and Repligen issued a joint press release (Reg FD) on July 22, 2026 and BioLife furnished a preliminary unaudited Q2 2026 revenue announcement (see press release Exhibit 99.1).

Why It Matters

• This is a definitive acquisition that sets a fixed cash-and-stock price for BioLife shares and will materially change ownership—BioLife would become a wholly owned Repligen subsidiary if the deal closes. Investors should watch for the proxy/prospectus (Form S-4) and the BioLife stockholder vote, regulatory approvals (HSR and other antitrust consents), and any updated quarterly results or guidance. The filing also explains how employee equity awards will be treated and discloses a meaningful termination fee and outside date, which are important for assessing deal risk and timing.