Bio-Techne shareholders approve $11.3 billion Merck KGaA acquisition

Bio-Techne shareholders voted to approve and adopt the definitive merger agreement under which Merck KGaA, Darmstadt, Germany will acquire the life-sciences company, clearing the transaction's last major shareholder hurdle at a special meeting held Wednesday.

The shareholder vote at Wednesday's special meeting was the last major box for Bio-Techne to check before the two companies can turn to the remaining — and still unnamed — regulatory reviews.

Under the agreement, announced June 25, Bio-Techne shareholders will receive $73 a share in cash — a total enterprise value of about $11.3 billion (€9.9 billion), and a 36% premium to Bio-Techne's one-month volume-weighted average price (VWAP).

The company disclosed no vote tallies; it said final certified results will be reported in a Form 8-K filed with the U.S. Securities and Exchange Commission. "We are grateful to our shareholders for their strong support, which marks an important milestone toward completing the transaction," said Kim Kelderman, Bio-Techne's president and chief executive. He said joining Merck KGaA will "bring together our complementary and leading life sciences organizations while delivering substantial, near-term cash value to Bio-Techne shareholders."

The U.S. antitrust clock has already run out: the waiting period under the Hart-Scott-Rodino Act expired at 11:59 p.m. Eastern Time on Sept. 18. The companies continue to expect the transaction to close by late 2026 or early 2027, subject to customary closing conditions — including "remaining required regulatory approvals" that neither company has named.

The market treated the vote as a formality: shares of Bio-Techne (NASDAQ: TECH) barely moved Wednesday, trading near $72.52 — roughly $0.48, or less than 1%, below the $73 deal price. That sliver is the classic merger-arbitrage spread: the small discount investors accept for the time value of money and the remaining risk that the unnamed approvals, or another closing condition, don't arrive on schedule.

For Merck, the deal extends a two-decade M&A track record in U.S. life science — Millipore (2010), Sigma-Aldrich (2015), Versum (2019) and SpringWorks Therapeutics (2025) — and folds Bio-Techne's recombinant proteins, immunoassay kits, ProteinSimple instruments and RNAscope spatial-biology tools into Merck's Discovery, Advanced and Process Solutions offerings, deepening its presence in multi-omics, spatial biology, precision diagnostics and cell and gene therapy.

Merck expects about €140 million in annual cost synergies, fully realized by year three after closing, and says the transaction will be accretive to EPS pre — Merck's adjusted earnings-per-share measure, which strips out integration, restructuring and acquisition costs plus amortization of acquired intangibles — by year three. The acquisition will be funded with cash on hand plus new debt, with Merck pledging to preserve a strong investment-grade credit rating.

Bio-Techne, headquartered in Minneapolis, sells more than 500,000 reagents, analytical instruments and precision diagnostics through three brands — R&D Systems, Bio Techne Spatial and Bio Techne Diagnostics. It operates 34 locations worldwide, employs more than 3,000 people and generated over $1.2 billion in net sales in fiscal 2025. It also owns ProteinSimple and holds 19.9% of Wilson Wolf, the G-Rex cell-culture device maker, with a forward contract to acquire the rest immediately after the end of calendar 2027.

Merck KGaA, founded in 1668 and majority-owned by the founding family, operates across life science, healthcare and electronics with more than 62,000 employees and 2025 sales of €21.1 billion in 65 countries. It holds the global rights to the Merck name and brand — the only exceptions are the United States and Canada, where its businesses operate as MilliporeSigma in life science, EMD Serono in healthcare and EMD Electronics in electronics.

Two disclosures now decide the story: the Form 8-K with the certified vote tallies, and the naming of the remaining regulatory approvals. Any jurisdiction that subjects the deal to a full review could push closing from late 2026 into 2027.

Guggenheim Securities and J.P. Morgan acted as financial advisers to Merck, with Sullivan & Cromwell as legal counsel; Goldman Sachs was Bio-Techne's exclusive financial adviser, with Sidley Austin as legal counsel.

When the deal was announced in June, Merck chief executive Kai Beckmann called Bio-Techne "an outstanding fit" for Merck's mid-to-long-term strategic agenda, citing its "scientific depth, innovation engine and differentiated portfolio." Bio-Techne chairman Robert V. Baumgartner said the board determined the transaction "delivers substantial, near-term cash value to shareholders." And Kelderman said that as part of Merck, Bio-Techne would have "greater scale and expanded capabilities to accelerate innovation and deepen our impact."

The fine print flags what could still go wrong: the companies warn that any closing condition could fail to be satisfied, that competing offers for Bio-Techne could still emerge, and that obtaining the remaining regulatory approvals could take longer than expected — or come with conditions. If the deal falls through, Bio-Techne's stock, currently pinned near the deal price, would be left to trade on its own fundamentals again.