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8-KAccepted Sep 9, 5:21 PM ET

BioLife Solutions Announces Merger Agreement with Repligen

BLFSBIOLIFE SOLUTIONS INC

Accepted (ET)

5:21 PM

Sep 9, 2026

Filed

Sep 9, 2026

Documents

11

Size

154.9 KB

Summary

BioLife Solutions Announces Merger Agreement with Repligen

Updated

What Happened
BioLife Solutions, Inc. announced it entered into a definitive Agreement and Plan of Merger with Repligen Corporation under which Repligen will acquire all outstanding BioLife common shares for $11.25 in cash plus 0.1442 shares of Repligen common stock per BioLife share. The transaction will be implemented in two steps (two mergers) and, as disclosed, the required HSR waiting period expired on September 3, 2026. A special meeting of BioLife stockholders to vote on the merger is scheduled for October 5, 2026.

Key Details

  • Consideration: $11.25 cash + 0.1442 Repligen shares per BioLife share.
  • Regulatory: Hart-Scott-Rodino waiting period expired at 11:59 p.m. ET on Sept 3, 2026.
  • Closing condition: Transaction requires BioLife stockholder approval and other customary closing conditions; stockholder vote set for Oct 5, 2026 (remote meeting).
  • Documents: Repligen filed a Registration Statement (S-4) that became effective Sept 4, 2026; a definitive proxy statement/prospectus will be mailed to BioLife holders.

Why It Matters
The filing confirms a definitive merger agreement that, if approved and completed, will take BioLife private as a Repligen subsidiary and provide BioLife shareholders a fixed cash-plus-stock payout. Investors should note the deal is not final—completion depends on the upcoming shareholder vote and other customary conditions—so outcomes, timing and final economic impact (including dilution to Repligen shareholders) remain subject to those approvals and other risks disclosed in the filing and related SEC documents. Review the proxy statement/prospectus and related SEC filings for full details before making investment or voting decisions.

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