Repligen Corporation (NASDAQ: RGEN) plans $1.5B BioLife Solutions acquisition
Rhea-AI Filing Summary
Repligen Corporation agreed to acquire BioLife Solutions in a cash-and-stock transaction valuing BioLife at $31.00 per share, or approximately $1.5 billion of enterprise value. Each BioLife share will be converted into $11.25 in cash plus 0.1442 shares of Repligen, with no fractional Repligen shares issued.
The deal, unanimously approved by both boards and expected to close in the fourth quarter of 2026, will be executed via two merger subsidiaries, making BioLife a wholly owned Repligen unit. Closing is subject to BioLife stockholder approval, antitrust clearances including the HSR Act, SEC effectiveness of a Form S-4, Nasdaq listing of new Repligen shares, and customary accuracy of representations and absence of material adverse effects. Under specified circumstances BioLife may owe Repligen a $59 million termination fee, and the merger agreement includes a no-shop with superior-proposal and fiduciary-out exceptions.
Repligen highlights the transaction as expanding its cell therapy tools portfolio and recurring consumables revenue and projects at least $20 million of year-one cost synergies, rising to $30 million in year two, with accretion of at least $0.05 to adjusted EPS in year one and $0.25 in year two. Separately, Repligen reports preliminary second-quarter 2026 revenue growth of 12% reported and 13% organic, while BioLife preliminarily reports $28.5 million in Q2 revenue, up 21% from $23.4 million.
Positive
- $1.5 billion cash-and-stock acquisition of BioLife Solutions adds a leading cell therapy tools and biopreservation media platform with high-margin, recurring consumables revenue and broad clinical and commercial exposure.
- Management projects accretion of at least $0.05 to adjusted EPS in year one and $0.25 in year two, supported by at least $20 million year-one and $30 million year-two cost synergies.
- Preliminary Q2 2026 results indicate Repligen revenue growth of 12% reported and 13% organic, while BioLife reports $28.5 million revenue, a 21% year-over-year increase from $23.4 million.
Negative
- None.
Filing Explained
The acquisition is signed but not closed; completion would add 7.2 million Repligen shares and reduce existing holders’ ownership percentages.
As a Form 8-K, this filing reports a material event: Repligen has signed the BioLife acquisition agreement, but the transaction has not closed.
If completed, the stock consideration would increase Repligen’s total share count and reduce existing holders’ percentage ownership. Under the supplied definition, that is dilution.
The transaction presentation specifies approximately
The filing says Repligen will file a Form S-4 registration statement, whose effectiveness remains a closing condition; it does not report that the registration statement is already effective.
8-K Event Classification
Key Figures
Key Terms
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
Registration Statement on Form S-4 regulatory
organic revenue growth financial
enterprise value financial
volume-weighted average price (VWAP) financial
cell and gene therapy (CGT) technical
Earnings Snapshot
Repligen states it expects strong year-over-year margin expansion for Q2 2026 and will release full results on July 28, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What are the key terms of Repligen (RGEN)’s acquisition of BioLife Solutions?
How is the Repligen (RGEN) and BioLife transaction structured and what approvals are needed?
What financial benefits does Repligen (RGEN) expect from acquiring BioLife?
How did Repligen (RGEN) perform in its preliminary Q2 2026 results?
What are BioLife Solutions’ preliminary Q2 2026 results in the Repligen (RGEN) filing?
Is there a termination fee in the Repligen (RGEN) and BioLife merger agreement?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Merger Agreement
On July 21, 2026, Repligen Corporation, a Delaware corporation (“Repligen”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Repligen, Bravo Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Repligen (“Merger Sub 1”), Bravo Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Repligen (“Merger Sub 2”), and BioLife Solutions, Inc., a Delaware corporation (“BioLife”), pursuant to which Repligen will acquire, subject to the satisfaction or waiver of the conditions contained in the Merger Agreement, all of the outstanding shares of BioLife’s common stock, par value $0.001 per share (“BioLife Common Stock”), for $11.25 cash and 0.1442 shares of Repligen’s common stock, on a per share basis.
Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub 1 will be merged with and into BioLife (the “First Merger”), with BioLife surviving the First Merger as a direct, wholly owned subsidiary of Repligen (the “Surviving Company”), and immediately following the First Merger, the Surviving Company will be merged with and into Merger Sub 2 (the “Second Merger,” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Repligen.
The boards of directors of each of Repligen and BioLife have approved the Merger Agreement and the transactions contemplated thereby.
Merger Consideration
At the effective time of the First Merger (the “First Merger Effective Time”), each share of BioLife Common Stock issued and outstanding immediately prior to the First Merger Effective Time (other than the shares that are held by BioLife in treasury or owned by Repligen, Merger Sub 1 or Merger Sub 2 and shares with respect to which appraisal rights have been properly exercised and perfected, and have not been withdrawn, in accordance with Delaware law) shall be converted automatically into the right to receive (A) 0.1442 validly issued, fully paid and nonassessable shares of Repligen common stock (the “Exchange Ratio”) (such shares of Repligen common stock, the “Stock Consideration”) and (B) $11.25 in cash, without interest (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”). No fractional shares of Repligen common stock will be issued in the Mergers, and stockholders of BioLife will receive cash in lieu of any fractional shares as part of the Merger Consideration, as specified in the Merger Agreement.
Immediately prior to the First Merger Effective Time:
| • | options to acquire shares of BioLife Common Stock (“BioLife Options”) outstanding immediately prior to the First Merger Effective Time, whether vested or unvested, shall become fully vested and be cancelled in exchange for a payment to the holder thereof in shares of BioLife Common Stock equal to (i) the number of shares of BioLife Common Stock subject to such BioLife Options minus (ii) a number of any shares of BioLife Common Stock equal in value to the aggregate exercise price thereof (net of any shares of BioLife Common Stock equal in value to any applicable tax to be deducted or withheld in respect thereof); |
| • | awards of restricted stock units of BioLife that are subject solely to time-based vesting (“BioLife RSUs”) outstanding immediately prior to the First Merger Effective Time shall accelerate vesting in full and be settled and paid to the holder thereof in shares of BioLife Common Stock (net of any shares of BioLife Common Stock equal in value to any applicable tax to be deducted or withheld in respect thereof); |
| • | awards of restricted stock units of BioLife that are subject to performance-based vesting (“BioLife PSUs”) outstanding immediately prior to the First Merger Effective Time shall accelerate vesting in full and be settled and paid to the holder thereof in shares of BioLife Common Stock (assuming the greater of target or actual (measured as of the latest practicable date prior to the First Merger Effective Time)) achievement of the applicable performance goals and net of any shares of BioLife Common Stock equal in value to any applicable tax to be deducted or withheld in respect thereof; and |
| • | awards of outstanding unvested restricted stock (“BioLife RSAs”) shall accelerate vesting in full and be released to the holder thereof in shares of BioLife Common Stock (net of any shares of BioLife Common Stock equal in value to any applicable tax to be deducted or withheld in respect thereof). |
All shares of BioLife Common Stock issuable pursuant to the BioLife Options, BioLife RSUs, BioLife PSUs and BioLife RSAs as provided above shall be converted automatically into the right to receive the Merger Consideration as of the First Merger Effective Time.
Conditions to the Mergers
The consummation of the Mergers is subject to customary closing conditions, including (among others) (i) the adoption and approval of the Merger Agreement by the holders of a majority of the outstanding shares of BioLife Common Stock entitled to vote thereon (the “BioLife Stockholder Approval”) at a duly held meeting of the stockholders of BioLife (the “BioLife Stockholders’ Meeting”); (ii) the absence of any adverse law or order that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Mergers (the “Restraint Condition”); (iii) the shares of Repligen common stock to be issued in the First Merger being approved for listing on The Nasdaq Stock Market; (iv) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of consents required under antitrust laws of specified jurisdictions (the “Antitrust Condition”); (v) the U.S. Securities and Exchange Commission (the “SEC”) having declared effective the Registration Statement on Form S-4 to be filed by Repligen, which will contain the proxy statement/prospectus of the parties in connection with the Mergers; (vi) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of Repligen and BioLife contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement; and (vii) the absence of a continuing material adverse effect with respect to each of Repligen and BioLife. The parties expect that the Mergers will be completed in the fourth quarter of 2026, subject to satisfaction of customary closing conditions, including those described above.
Certain Other Terms of the Merger Agreement
Repligen, BioLife, Merger Sub 1 and Merger Sub 2 each made certain customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants by (i) BioLife to use reasonable efforts to conduct its business in the ordinary course consistent with past practice, including by using reasonable efforts to preserve substantially intact its present business organization and material assets, and, except as otherwise consented to by Repligen in writing and subject to other exceptions, to refrain from taking certain actions specified in the Merger Agreement, and (ii) Repligen to use reasonable efforts to conduct its business in the ordinary course consistent with past practice, including by using reasonable efforts to preserve substantially intact its present business organization and material assets, and, except as otherwise consented to by BioLife in writing and subject to other exceptions, to refrain from taking certain actions specified in the Merger Agreement, in each case, during the period between the execution of the Merger Agreement and consummation of the Mergers, subject to earlier termination of the Merger Agreement. The parties to the Merger Agreement also agreed to use reasonable best efforts to cause the conditions of the Mergers to be satisfied and to consummate the Mergers.
The Merger Agreement also provides that BioLife is prohibited from initiating, soliciting, proposing, knowingly encouraging, or knowingly facilitating any competing transaction proposals from third parties or to engage in discussions or negotiations with third parties regarding any competing transaction proposals, subject to certain exceptions; however, BioLife’s board of directors may change its recommendation of the Merger Agreement to its stockholders for adoption and approval in response to an unsolicited superior proposal or an intervening event if the BioLife board of directors determines in good faith that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law (a “Board Recommendation Change”).
The Merger Agreement also provides for certain termination rights for both Repligen and BioLife, including, among others, (i) the right of either party to terminate the Merger Agreement if the Mergers have not been consummated prior to 5:00 p.m. New York time on January 31, 2027 (the “Outside Date”) (which date is subject to automatically extend
by 180 days if the Antitrust Condition or the Restraint Condition (solely with respect to the HSR Act or other antitrust laws) is the only condition outstanding, or by 90 days if the SEC has not declared effective under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement on or before November 30, 2026), (ii) the right for Repligen to terminate if, prior to receipt of the BioLife Stockholder Approval, BioLife’s board of directors makes a Board Recommendation Change, (iii) by either party in the event that the BioLife Stockholder Approval is not obtained at the BioLife Stockholders’ Meeting, and (iv) by BioLife if, prior to receipt of the BioLife Stockholder Approval, BioLife’s board of directors approves entry into a definitive agreement for an unsolicited superior proposal. Upon termination of the Merger Agreement under certain specified circumstances, including the termination of the Merger Agreement by (x) Repligen if BioLife’s board of directors makes a Board Recommendation Change, (y) BioLife in order for BioLife to enter into definitive agreement for an unsolicited superior proposal or (z) (I) either party for failure to obtain the BioLife Stockholder Approval and a competing transaction proposal was publicly announced and not withdrawn five business days prior to the BioLife Stockholders’ Meeting, or (II) BioLife terminates on account of the Outside Date if Repligen would have been permitted to terminate for BioLife’s breach or Repligen terminates due to a breach by BioLife and, prior to either termination set forth in this clause (II), a competing transaction proposal has been communicated to BioLife’s board of directors and not withdrawn five business days prior to such termination and, following a termination set forth in clause (I) or (II), within 12 months of the termination date, BioLife enters into a definitive agreement for, or consummates, a competing transaction proposal, BioLife may be required to pay Repligen a termination fee of $59,000,000.
The foregoing description of the material terms of the Merger Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Merger Agreement has been attached as an exhibit to this report to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Repligen or BioLife or to modify or supplement any factual disclosures about Repligen or BioLife in their respective SEC filings. The Merger Agreement includes representations, warranties and covenants of Repligen and BioLife made solely for the purposes of the Merger Agreement and which may be subject to important qualifications and limitations agreed to by Repligen and BioLife in connection with the negotiated terms of the Merger Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to certain disclosures between the parties and a contractual standard of materiality different from those generally applicable to Repligen or BioLife’s SEC filings. In addition, the representations and warranties were made for purposes of allocating risk among the parties to the Merger Agreement and should not be relied upon as establishing factual matters.
| Item 2.02 | Results of Operations and Financial Condition. |
On July 22, 2026, Repligen announced certain preliminary financial results for the second quarter ended June 30, 2026. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and the presentation accompanying such release and the conference call and webcast described below is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in Item 2.02 of this Form 8-K and the Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 7.01 | Regulation FD Disclosure. |
On July 22, 2026, BioLife and Repligen issued a joint press release announcing (a) their entry into the Merger Agreement described in Item 1.01 of this Current Report on Form 8-K, (b) details for Repligen’s conference call and webcast and (c) certain financial updates as noted in Item 2.02 of this Current Report on Form 8-K. Also as noted above, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and the presentation accompanying such release and the conference call and webcast is attached as Exhibit 99.2 to this Current Report on Form 8-K.
| Item 8.01 | Other Events |
Repligen’s management also delivered an Employee Frequently Asked Questions memorandum on July 22, 2026. A copy of Repligen’s Employee Frequently Asked Questions memorandum is attached hereto as Exhibit 99.3 and is incorporated herein by reference. In addition, the Chief Executive Officer of Repligen, Olivier Loeillot, sent an email to the Company’s employees to notify them of the execution of the Merger Agreement. A copy of Mr. Loellot’s email is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly provided by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description of Exhibit | |
| 2.1* | Agreement and Plan of Merger, dated July 21, 2026, by and among Repligen Corporation, BioLife Solutions, Inc., Bravo Merger Sub I, Inc., and Bravo Merger Sub II, LLC. | |
| 99.1 | Press Release, dated July 22, 2026 (furnished herewith). | |
| 99.2 | Presentation, dated July 22, 2026 (furnished herewith). | |
| 99.3 | Employee FAQ, dated July 22, 2026 | |
| 99.4 | E-mail from Olivier Loeillot to Employees, sent on July 22, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Portions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies of any omitted exhibits and schedules to the SEC upon its request; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished. |
Cautionary Statement Regarding Forward-Looking Statements
Statements included in this communication, which are not historical in nature or do not relate to current facts, are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provisions of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are based on, among other things, Repligen management’s and BioLife management’s beliefs, assumptions, current expectations, estimates and projections about the economy and Repligen and BioLife, as applicable, and the industries in which Repligen and BioLife operate. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements include statements regarding, among other things, the expected benefits of the Mergers and Repligen’s ability to recognize the benefits of the Mergers; the anticipated timing of the closing of the Mergers; the anticipated financial impact of the Mergers on Repligen and the belief that this is a financially compelling transaction and accretive in the near-term; expectations for Repligen’s performance following the Mergers, including future financial and operating results; beliefs that the Mergers will accelerate profitable growth; beliefs and expectations about the cell therapy industry, including its growth, and BioLife’s position as a highly-differentiated cell processing tool leader; anticipated synergies; beliefs about the drivers for future growth following the Mergers, including with respect to the pipeline and regulatory matters; the expected impact on customers and revenue opportunities; BioLife’s second quarter results; Repligen’s second quarter results, including revenue growth and expectations for strong margin expansion and Repligen’s plans, objectives, expectations, intentions, growth strategies and other statements that are not historical facts. Repligen and BioLife caution readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger
Agreement; the outcome of any legal proceedings that may be instituted against Repligen or BioLife; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect Repligen following the Mergers, or the expected benefits of the Mergers); the failure to obtain BioLife Stockholder Approval or to satisfy any of the other conditions to the Mergers on a timely basis or at all; the possibility that the anticipated benefits of the Mergers, including anticipated synergies, financial impact and revenue growth, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Repligen and BioLife do business; the risk that the parties have overestimated the size or trajectory of the cell therapy market and BioLife’s market position; the potential for increased regulatory scrutiny and the impact on the clinical pipeline, global approvals and expanded indications; the possibility that the Mergers may be more expensive to complete than anticipated; diversion of BioLife and Repligen management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Mergers; risks relating to the potential dilutive effect of shares of Repligen common stock to be issued in the Mergers and other factors that may affect future results of Repligen. Additional factors that could cause results to differ materially from those described above can be found in Repligen’s Annual Report on Form 10-K for the year ended December 31, 2025, Repligen’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, BioLife’s Annual Report on Form 10-K for the year ended December 31, 2025, as amended by BioLife’s Annual Report on Form 10-K/A filed with the U.S. Securities and Exchange Commission (the “SEC”), on April 28, 2026 (collectively, the “BioLife 2025 Form 10-K”), BioLife’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, in each issuer’s respective Current Reports on Form 8-K and in other documents Repligen and BioLife file with the SEC, which are available on the SEC’s website at www.sec.gov. Repligen and BioLife caution you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Repligen and BioLife each disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Important Additional Information and Where to Find It
In connection with the Mergers, Repligen will file with the SEC a registration statement on Form S-4 (the “registration statement”), which will contain a proxy statement of BioLife and a prospectus of Repligen (the “proxy statement/prospectus”), and each of Repligen and BioLife may file with the SEC other relevant documents regarding the Mergers. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY REPLIGEN AND BIOLIFE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REPLIGEN, BIOLIFE AND THE MERGERS. When final, a definitive copy of the proxy statement/prospectus will be mailed to BioLife stockholders. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus, as well as other filings containing information about Repligen and BioLife, free of charge from Repligen or BioLife or from the SEC’s website when they are filed. The documents filed by Repligen with the SEC may be obtained free of charge at Repligen’s website, at www.repligen.com, or by requesting them by mail at Repligen Corporation, 41 Seyon Street Building 1, Suite 100 Waltham, Massachusetts 02453, Attention: Corporate Secretary. The documents filed by BioLife with the SEC may be obtained free of charge at BioLife’s website, at www. biolifesolutions.com, or by requesting them by mail at BioLife Solutions, Inc., 3303 Monte Villa Parkway, Suite 310, Bothell, WA 98021, Attention: Corporate Secretary. The information included on Repligen’s and BioLife’s websites is not incorporated by reference into this communication.
Participants in the Solicitation
Repligen and BioLife and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of BioLife in respect of the Mergers. Information about Repligen’s directors and executive officers is available in Repligen’s proxy statement, dated April 2, 2026, for its 2026 Annual Meeting of Stockholders, and other documents filed by Repligen with the SEC. Information about BioLife’s directors and executive officers is available in the BioLife 2025 Form 10-K, in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by BioLife’s directors and executive officers, and other documents filed by BioLife with the SEC. Other information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Mergers when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Repligen or BioLife as indicated above.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REPLIGEN CORPORATION | ||||||
| Date: July 22, 2026 | By: | /s/ Olivier Loeillot | ||||
| Name: | Olivier Loeillot | |||||
| Title: | President and Chief Executive Officer | |||||
Exhibit 99.1
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Repligen to Acquire BioLife Solutions, Expanding Its Cell Therapy Capabilities with Market Leading Biopreservation Media
Fast-tracks Repligen’s leadership and customer solution offering in high-growth cell therapy market by adding BioLife’s differentiated, high-margin recurring revenue business
BioLife stockholders to receive cash and Repligen common stock at a value of $31.00 per share, representing a total enterprise value of approximately $1.5 billion
Compelling financially, the transaction is expected to be accretive to Repligen’s top-line growth, adjusted margins, and adjusted earnings per share by at least 5 cents in year one and at least 25 cents in year two
Repligen reports preliminary second quarter reported revenue growth of approximately 12% or 13% organic; BioLife reports preliminary second quarter revenue growth of approximately 21% year-over-year
WALTHAM, Mass. and BOTHELL, Wash., July 22, 2026 — Repligen Corporation (NASDAQ: RGEN, “Repligen,” or “the Company”), a life sciences company focused on bioprocessing technology leadership, and BioLife Solutions, Inc. (NASDAQ: BLFS) (“BioLife”), a leading developer and supplier of cell processing tools and services for the cell and gene therapy (“CGT”) market, today announced they have entered into a definitive agreement under which Repligen, subject to customary closing conditions, will acquire BioLife for a total enterprise value of approximately $1.5 billion, comprised of 64% in Repligen common stock and 36% in cash (the “Transaction”). The directors of each company unanimously approved the Transaction.
Olivier Loeillot, President and Chief Executive Officer of Repligen, said: “The acquisition of BioLife represents a natural next step in the evolution of our strategy and further strengthens our position as a leading provider of mission-critical technologies for biologics manufacturing. BioLife brings a highly differentiated portfolio of products including a market-leading biopreservation media platform and other cell processing tools. This opportunity will expand Repligen’s presence in the rapidly growing cell therapy market, broaden our solutions offering to cell therapy customers, and add a deeply embedded, high-margin consumables business with attractive recurring revenue. Just as important, we believe our shared culture of innovation and customer centricity will create a strong foundation for future growth and value creation.”
“Over the past several years, we have successfully repositioned BioLife around our market-leading biopreservation media franchise, while strengthening our financial profile and establishing a durable foundation for profitable growth,” said Roderick de Greef, Chairman and Chief Executive Officer of BioLife. “Repligen shares our commitment to providing innovative, differentiated, and enabling tools that help customers bring important therapies to patients. Its global commercial reach, complementary technologies and proven operating capabilities make Repligen an ideal partner for BioLife. This Transaction will expand the reach and impact of our portfolio, while providing BioLife stockholders with immediate cash value and the opportunity to participate in Repligen’s future growth.”
Compelling Strategic and Financial Rationale
Cell therapy represents a significant and growing portion of the global pharma pipeline, while commercial revenues are projected to grow at more than 20% annually through the end of the decade. BioLife’s products are deeply embedded in the cell therapy workflow and highly complementary to Repligen’s existing offering in this market. BioLife’s differentiated biopreservation media portfolio, led by CryoStor®, supports 18 commercially approved therapies and the majority of U.S. commercially sponsored cell-based therapy trials. As a combined commercial team, BioLife will benefit from Repligen’s broader global reach, including Asia Pacific, while Repligen will benefit from BioLife’s trusted customer relationships.
The Transaction is expected to be accretive to Repligen’s top-line growth, adjusted margins, and adjusted earnings per share by at least 5 cents in year one and at least 25 cents in year two. Repligen expects at least $20 million of synergies in year one and at least $30 million in year two from eliminating public-company costs, G&A efficiencies, and manufacturing and supply-chain optimization. While this combination is expected to generate important cross-selling opportunities, Repligen’s financial expectations only assume modest revenue synergies leaving the potential for future upside. The cash component of the merger consideration will be funded with cash on hand. Repligen’s balance sheet is expected to remain healthy with greater than $300 million of pro forma cash and cash equivalents, preserving optionality for additional M&A and other investment opportunities.
Transaction Terms
BioLife stockholders will receive $11.25 per share in cash and 0.1442 shares of Repligen common stock, which equates to a total value of $31.00 per share. This represents an implied premium of 24% to 90-day volume-weighted average price (VWAP) for the period ended July 21, 2026.
The Transaction is expected to close in the fourth quarter of 2026, subject to customary regulatory approvals, approval by BioLife stockholders, and the satisfaction of other customary closing conditions set forth in the merger agreement.
Preliminary & Unaudited Second Quarter 2026 Results
Repligen expects preliminary second quarter revenue growth of approximately 12% as reported and 13% on an organic basis, both compared to the same period in 2025. In addition, Repligen expects to deliver strong year-over-year margin expansion. Repligen will report full second quarter results on July 28, 2026, before the market opens and will host a conference call at 8:00 a.m. ET.
BioLife expects preliminary second quarter revenue of $28.5 million, an increase of 21% compared with $23.4 million for the second quarter of 2025. BioLife plans to report its full second quarter 2026 financial results on August 6, 2026. Due to the pending acquisition, BioLife will not be hosting an earnings conference call.
These preliminary results are unaudited and subject to change pending completion of each company’s quarter-end financial close process. The preliminary unaudited results of BioLife for the second quarter 2026 reflect only the continuing operations of BioLife unless otherwise noted.
Conference Call and Webcast Access
Repligen will host a conference call and webcast today, July 22, 2026, at 8:30 a.m. ET, to discuss the acquisition. The conference call will be accessible by dialing toll-free (833) 461-5787 for domestic callers and (585) 542-9983 for international callers. The meeting ID is: 747529619. In addition, a webcast will be accessible via the Investor Relations section of the Company’s website. The webcast will be archived for a period of time following the live event. You can access the replay on the Investor Relations section of the Company’s website.
Advisors
Perella Weinberg and Goldman Sachs & Co. LLC are serving as financial advisors and Goodwin Procter is serving as legal counsel to Repligen. Centerview Partners, LLC is serving as financial advisor and K&L Gates LLP is serving as legal counsel to BioLife.
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About Repligen Corporation
Repligen Corporation is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that enable efficiencies in the process of manufacturing biological drugs. We are “inspiring advances in bioprocessing” for the customers we serve; primarily biopharmaceutical drug developers and contract development and manufacturing organizations (CDMOs) worldwide. Our focus areas are Filtration and Fluid Management, Chromatography, Process Analytics and Proteins. Our corporate headquarters are located in Waltham, Massachusetts, and the majority of our manufacturing sites are in the U.S., with additional key sites in Estonia, Germany, Ireland, the Netherlands and Sweden. For more information about the Company see our website at www.repligen.com, and follow us on LinkedIn.
About BioLife Solutions
BioLife Solutions is a leading developer and supplier of bioproduction products and services for the cell and gene therapy (CGT) and broader biopharma markets. Our expertise facilitates the commercialization of new therapies by supplying solutions that maintain the health and function of biologic materials during collection, development, storage, and distribution. For more information, please visit www.biolifesolutions.com or follow BioLife on LinkedIn and X.
Cautionary Statement Regarding Forward-Looking Statements
Statements included in this press release, which are not historical in nature or do not relate to current facts, are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provisions of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are based on, among other things, Repligen management’s and BioLife management’s beliefs, assumptions, current expectations, estimates and projections about the economy and Repligen and BioLife, as applicable, and the industries in which Repligen and BioLife operate. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements include statements regarding, among other things, the expected benefits of the Transaction and Repligen’s ability to recognize the benefits of the Transaction; the anticipated timing of the closing of the Transaction; the anticipated financial impact of the Transaction on Repligen and the belief that this is a financially compelling transaction and accretive in the near-term; expectations for Repligen’s performance following the Transaction, including future financial and operating results; beliefs that the Transaction will accelerate profitable growth; beliefs and expectations about the cell therapy industry, including its growth, and BioLife’s position as a highly-differentiated cell processing tool leader; anticipated synergies; beliefs about the drivers for future growth following the Transaction, including with respect to the pipeline and regulatory matters; the expected impact on customers and revenue opportunities; Repligen’s second quarter results, including revenue growth and expectations for strong margin expansion and Repligen’s plans, objectives, expectations, intentions, growth strategies and other statements that are not historical facts. Repligen and BioLife caution readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; the outcome of any legal proceedings that may be instituted against Repligen or BioLife; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect Repligen following the Transaction, or the expected benefits of the Transaction); the failure to obtain BioLife stockholder approval or to satisfy any of the other conditions to the Transaction on a timely basis or at all; the possibility that the anticipated benefits of the Transaction, including anticipated synergies, financial impact and revenue growth, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Repligen and BioLife do business; the risk that the parties have overestimated the size or trajectory of the cell therapy market and BioLife’s market position; the potential for increased regulatory scrutiny and the impact on the clinical pipeline, global approvals and expanded indications; the possibility that the Transaction may be more expensive to complete than anticipated; diversion of BioLife and Repligen management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transaction; risks relating to the potential dilutive effect of shares of Repligen common stock to be issued in the Transaction and other factors that may affect future
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results of Repligen. Additional factors that could cause results to differ materially from those described above can be found in Repligen’s Annual Report on Form 10-K for the year ended December 31, 2025, Repligen’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, BioLife’s Annual Report on Form 10-K for the year ended December 31, 2025, BioLife’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, in each issuer’s respective Current Reports on Form 8-K and in other documents Repligen and BioLife file with the U.S. Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov. Repligen and BioLife caution you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Repligen and BioLife each disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Important Additional Information and Where to Find It
In connection with the Transaction, Repligen will file with the SEC a registration statement on Form S-4 (the “registration statement”), which will contain a proxy statement of BioLife and a prospectus of Repligen (the “proxy statement/prospectus”), and each of Repligen and BioLife may file with the SEC other relevant documents regarding the Transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY REPLIGEN AND BIOLIFE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REPLIGEN, BIOLIFE AND THE TRANSACTION. When final, a definitive copy of the proxy statement/prospectus will be mailed to BioLife stockholders. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus, as well as other filings containing information about Repligen and BioLife, free of charge from Repligen or BioLife or from the SEC’s website when they are filed. The documents filed by Repligen with the SEC may be obtained free of charge at Repligen’s website, at www.repligen.com, or by requesting them by mail at Repligen Corporation, 41 Seyon Street Building 1, Suite 100 Waltham, Massachusetts 02453, Attention: Corporate Secretary. The documents filed by BioLife with the SEC may be obtained free of charge at BioLife’s website, at www. biolifesolutions.com, or by requesting them by mail at BioLife Solutions, Inc., 3303 Monte Villa Parkway, Suite 310, Bothell, WA 98021, Attention: Corporate Secretary. The information included on Repligen’s and BioLife’s websites is not incorporated by reference into this press release.
Participants in the Solicitation
Repligen and BioLife and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of BioLife in respect of the Transaction. Information about Repligen’s directors and executive officers is available in Repligen’s proxy statement, dated April 2, 2026, for its 2026 Annual Meeting of Stockholders, and other documents filed by Repligen with the SEC. Information about BioLife’s directors and executive officers is available in BioLife’s proxy statement, dated July 8, 2025, for its 2025 Annual Meeting of Stockholders, and other documents filed by BioLife with the SEC. Other information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the Transaction when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Repligen or BioLife as indicated above.
No Offer or Solicitation
This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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Non-GAAP Measures of Financial Performance
This press release includes certain “non-GAAP measures.” Please refer to the Company’s “Non-GAAP Measures of Financial Performance” included within the Company’s current and historical filings on Forms 8-K for more information on the use of non-GAAP measures by the Company.
Repligen Preliminary Reconciliation of Total Revenue (GAAP) Growth to Organic Revenue Growth (Non-GAAP)
| Q2 - 26 | ||||
| TOTAL REPORTED REVENUE(GAAP) GROWTH |
12 | % | ||
| Acquisition and divestiture revenue |
1 | % | ||
| Currency exchange |
0 | % | ||
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|
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| ORGANIC REVENUE GROWTH (NON-GAAP) |
13 | % | ||
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Repligen Investor Relations Contact:
Jacob Johnson
VP, Investor Relations
781-419-0204
investors@repligen.com
BioLife Media & Investor Relations Contact:
At the Company
Troy Wichterman
Chief Financial Officer
425.402.1400
twichterman@biolifesolutions.com
Investors
John Graziano
Investor Relations
jgraziano@biolifesolutions.com
Vivian Cervantes
Alliance Advisors IR
973-873-7724
vcervantes@allianceadvisors.com
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July 22, 2026 Repligen to Acquire BioLife Solutions Exhibit 99.2
Safe Harbor Statement Cautionary Statement Regarding Forward-Looking Statements Statements included in this presentation, which are not historical in nature or do not relate to current facts, are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provisions of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are based on, among other things, Repligen management’s and BioLife management’s beliefs, assumptions, current expectations, estimates and projections about the economy and Repligen and BioLife, as applicable, and the industries in which Repligen and BioLife operate. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include statements regarding, among other things, the expected benefits of the BioLife Transaction and Repligen’s ability to recognize the benefits of the BioLife Transaction; the anticipated timing of the closing of the BioLife Transaction; the anticipated financial impact of the BioLife Transaction on Repligen and the belief that this is a financially compelling transaction and accretive in the near-term; expectations for Repligen’s performance following the BioLife Transaction, including future financial and operating results; beliefs that the BioLife Transaction will accelerate profitable growth; beliefs and expectations about the cell therapy industry, including its growth, and BioLife’s position as a highly-differentiated cell processing tool leader; anticipated synergies; beliefs about the drivers for future growth following the BioLife Transaction, including with respect to the pipeline and regulatory matters; the expected impact on customers and revenue opportunities; Repligen’s second quarter results, including revenue growth and expectations for strong margin expansion and Repligen’s plans, objectives, expectations, intentions, growth strategies and other statements that are not historical facts. Repligen and BioLife caution readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; the outcome of any legal proceedings that may be instituted against Repligen or BioLife; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect Repligen following the BioLife Transaction, or the expected benefits of the BioLife Transaction); the failure to obtain BioLife stockholder approval or to satisfy any of the other conditions to the BioLife Transaction on a timely basis or at all; the possibility that the anticipated benefits of the BioLife Transaction, including anticipated synergies, financial impact and revenue growth, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Repligen and BioLife do business; the risk that the parties have overestimated the size or trajectory of the cell therapy market and BioLife’s market position; the potential for increased regulatory scrutiny and the impact on the clinical pipeline, global approvals and expanded indications; the possibility that the BioLife Transaction may be more expensive to complete than anticipated; diversion of BioLife and Repligen management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the BioLife Transaction; risks relating to the potential dilutive effect of shares of Repligen common stock to be issued in the BioLife Transaction and other factors that may affect future results of Repligen. Additional factors that could cause results to differ materially from those described above can be found in Repligen’s Annual Report on Form 10-K for the year ended December 31, 2025, Repligen’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, BioLife’s Annual Report on Form 10-K for the year ended December 31, 2025, BioLife’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, in each issuer’s respective Current Reports on Form 8-K and in other documents Repligen and BioLife file with the U.S. Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov. Repligen and BioLife caution you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Repligen and BioLife each disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
We continue to execute diligently and delivered another excellent quarter Second Quarter: ~12% reported or 13% organic revenue growth(1), strong margin expansion Full details to be provided on July 28th Strong momentum in our existing business and high-confidence in our future growth Excited to announce another key milestone in our company's journey … the acquisition of BioLife Solutions BioLife Acquisition Will Build on Our Momentum Organic revenue growth is a non-GAAP measure. See the Appendix to this presentation for a reconciliation to the nearest GAAP measure.
Acquisition Highlights Signed agreement to acquire BioLife Solutions for $31/share … targeted to close in Q4-26 (1) Excited to welcome ~160 associates to the RGEN team at closing … shared culture of innovation BioLife is a scaled, highly-differentiated cell processing tools leader for the cell therapy industry Strategic one-step adjacency in the high-growth bioprocessing ecosystem Accretive to both revenue growth & margins and year 1 adj. EPS … stock/cash mix preserves flexibility Straightforward integration plan with clear synergies Meets all acquisition criteria: differentiated technology, strategic fit, financially compelling Headquartered in Bothell, WA Revenue (M)(2) Top Product: CryoStor® Revenue Mix(2) Repligen to Acquire BioLife Solutions … Combining Two Growth Engines CPT(3) Directors of each company unanimously approved the transaction. Subject to customary regulatory approvals and by BioLife Solutions shareholders. No shareholder vote required for Repligen. Source: BioLife Investor Presentation, Revenue reflects a pro forma view for recent divestitures. CPT (Cell Processing Tools), includes: hPL Solutions, CellSeal®, Signata, and ThawSTAR®; BPM also includes HypoThermosol. 98% Consumable 46% Commercial Bio-preservation media +29%
Fast-tracks Cell Therapy (CT) Leadership Adds a differentiated platform in a rapidly growing market Enhances cell therapy capabilities Creates Expected Long-term Value for Shareholders Accelerates profitable growth Adds new vertical for accretive M&A Expands Robust Customer Solutions Offering Creates new cross-selling opportunities Enables launch of integrated solution offering for CT Brings Deeply Embedded, Trusted Platform Adds high-margin recurring revenue Extends commercial - stage exposure A strategic one-step adjacency in the high-growth bioprocessing ecosystem Strong Strategic Rationale with Immediate Value Creation Opportunity
Fully Aligned with Repligen Acquisition Criteria Technology First: à Differentiated cell processing platform 1 Strategic Relevance: à Strengthens presence in growing cell therapy market 2 Cell therapy market growing >20% … BioLife expands our offering Ability to leverage our commercial org … cross-sell & expand in APAC Product development through common scientific/sales expertise Financial Discipline: à Accretive to our financials 3 Expect immediate accretion to growth, margins, and adjusted EPS High single digit ROIC forecasted over the medium-term Expect >$20M of year 1 synergies: public co., G&A, and supply chain Trusted platform with significant regulatory recognition Proprietary formulation with demonstrated leading performance Advanced cell processing portfolio embedded across workflows ü ü ü
Sizable Piece of Biologics Pipeline 1,100+ global cell therapies in pipeline Following proteins, cell therapy is the #2 modality in biologics Healthy Commercial Demand Multiple Drivers of Future Growth Strong efficacy driving adoption and approvals Robust commercial outlook Three blockbuster therapies Sizable clinical pipeline Global approvals and expanded indications Allogeneic therapies drives potential upside Favorable regulatory momentum 23% CAGR Cell therapy revenue expected to grow >20% through 2030 (1) Repligen analysis of GlobalData (Phase 1 to Phase 3 pipeline), RNA includes other new modalities (2) Source: BLFS June 2026 Investor Deck, Evaluate Pharma Global Commercial Cell-Based Therapy Revenue ($B) (2) BioLife Increases Our Presence in Cell Therapy, an Attractive & Rapidly Growing Market Pharma drug pipeline by modality (1) With BioLife, our pro forma new modalities mix will be ~25% … tailwind for above-market growth potential … while we remain highly-indexed to mAbs
ATF bioreactor intensification Broad & Growing Cell Therapy Portfolio Expands Customer Value Proposition Accelerates innovation and new products Expands customer investment and support Enables integrated solutions selling Accelerates Revenue Growth Expands cross-selling opportunities Leverages global commercial reach Enhances our Portfolio Offering Addresses a multi-billion dollar CGT Tools market Creates growth opportunities (e.g. cytokines) BioLife Accelerates the Expansion of Our Cell Therapy Offering
Attractive Deal Structure … Preserving Flexibility for Repligen Deal Structure Highlights Consideration ~$1.5B enterprise value … 11x 2027E Revenue with an attractive EV/EBITDA multiple on a fully synergized basis(1) $564 million of cash and 7.2 million Repligen shares Exchange ratio: 1 BioLife share = 0.1442 Repligen shares Value Proposition for BioLife Shareholders With equity component, BioLife shareholders participate in the upside of the combined company Structure Preserves Flexibility for Repligen >$300M Pro forma cash(2) left on balance sheet Cash portion funded with cash on hand ~1x Net leverage Total /Share consideration Cash $11.25 $19.75 $31.00 Stock (1) Assumes $20 million of year 1 synergies; FactSet consensus as of July 21, 2026 (2) Pro forma cash and cash equivalents upon deal close
We Believe This is a Financially Compelling Transaction (1) 2025 Revenue reflects a pro forma view for recent divestitures. (2) RGEN includes stock compensation expense in the calculation of adj. EBITDA (3) Pro forma for year 1 synergies of $20M Synergies Attractive Deal Financials PF(1) Revenue Growth: 29% 2025, 23% first half 2026 Cell Therapy market LT market >20% growth Assumed limited sales synergies … cross sell/APAC Potential upside to model Accretive to RGEN Adj. Gross Margin and EBITDA Margins (~25% 2025 BLFS synergized Adj. EBITDA(2)) 5+ cents accretive to adj. EPS in year 1 … 25+ cents in year 2 FY25 Gross Margin: 65% FY25 Adj. EBITDA margin: ~4% (2) … harmonized to include stock comp. burden (26% as reported) >$20M year 1 />$30M year 2 synergies: Public Company & G&A Supply chain & mfg scrap rate reductions 75% Opex/25% COGS Top Line Adjusted EBITDA / EPS Line of sight to an improved growth trajectory … and straightforward synergies Accretive to Revenue Growth
Adds deeply embedded solutions in CT workflow & commercial therapies Scalable platform with high-growth, high-margin, recurring consumables revenues in bioprocessing Summary: Acquisition of highly-differentiated cell processing leader … Strengthens Repligen with a one-step adjacency in the high-growth bioprocessing ecosystem Fast-tracks our differentiated leadership in cell therapy market Cell therapy is rapidly growing market … meaningful portion of pharma pipelines Combination benefits customers by expanding robust CT solutions Increases cross-selling opportunities … enables launch of Integrated solutions for cell therapy workflow Financially compelling … expected to be an accretive transaction Accretive to growth, margins, and year 1 adj. EPS … synergies straightforward … capital flexibility
Appendix
Transaction Opportunity Overview … Strong Strategic Fit, Financially Compelling Strong Strategic Fit Fast-tracks cell therapy leadership, expands our presence in this high-growth market Adds deeply embedded solutions in cell therapy workflows & commercial therapies Combination benefits customers by expanding robust CT solutions Deal Terms Deal values BioLife at $31.00/share .. $11.25/share in cash and $19.75/share of RGEN shares Exchange ratio: 1 BioLife share = 0.1442 Repligen shares ~$1.5B enterprise value … attractive EV/EBITDA multiple on a fully synergized basis 7.2M Repligen shares … $564M in cash, funded with available cash on hand Financially Compelling Accretive to revenue growth and margins Expect to be 5+ cents accretive to year 1 adj. EPS and 25+ cents in year 2 Straightforward integration plan … expect >$20M+ of year 1 synergies and >$30M+ in year 2 Timing / Approvals Directors of each company unanimously approved the transaction Subject to customary regulatory approvals and by BioLife Solutions shareholders Pending approvals, expected to close in Fourth Quarter 2026
Non-GAAP Measures of Financial Performance This presentation includes certain “non-GAAP measures.” Please refer to the Company’s “Non-GAAP Measures of Financial Performance” included within the Company’s current and historical filings on Forms 8-K for more information on the use of non-GAAP measures by the Company. These are preliminary results and subject to change until such time as the Company completes its quarter-end financial close process. Repligen will report full second quarter results on July 28, 2026, before the market opens and will host a conference call at 8:00 a.m. ET. Repligen Preliminary Reconciliation of Total Revenue (GAAP) Growth to Organic Revenue Growth (Non-GAAP)
Exhibit 99.3
Repligen Employee FAQ
| 1. | Why is Repligen acquiring BioLife Solutions? |
The acquisition is a natural next step in the evolution of our strategy and further strengthens our position as a leading provider of mission-critical technologies for biologics manufacturing. BioLife Solutions brings a highly differentiated portfolio led by a market-leading biopreservation media platform and other cell processing tools, fast-tracking our leadership in the high-growth cell therapy market.
| 2. | Why is this transaction the right move for our strategy? |
Expanding into cell therapy is fully aligned with our strategy and accelerates it in a rapidly growing market where customers need trusted bioprocessing partners. BioLife’s differentiated portfolio broadens our solutions offering to cell therapy customers and adds a deeply embedded, high-margin consumables business with attractive recurring revenue.
| 3. | How will this transaction lead to further growth? |
The cell therapy market is projected to grow at over 20% CAGR through the end of the decade, and BioLife’s products are already specified into 18 commercially approved cell therapies and the majority of U.S. commercially sponsored cell-based therapy trials. With approximately 98% of revenue in consumables, the business provides durable, high-margin recurring revenue that enhances Repligen’s financial profile.
| 4. | How is the acquisition being funded, and will new shares be issued? |
BioLife is being acquired for a total enterprise value of approximately $1.5 billion, comprised of approximately 64% in Repligen common stock and 36% in cash, with the cash component funded from cash on hand. Repligen’s balance sheet is expected to remain healthy, preserving optionality for additional M&A and investment in our business.
| 5. | When will this transaction close? |
We expect to complete the acquisition in the fourth quarter of 2026, and until then, Repligen and BioLife will operate as independent companies.
| 6. | What regulatory or legal approvals are required before closing? |
The transaction, which has been unanimously approved by the directors of both companies is subject to customary regulatory approvals, approval by BioLife shareholders, and the satisfaction of other customary closing conditions.
| 7. | What does this mean for my role, and will the org structure change? |
It’s business as usual – there are no changes to roles, reporting structures, or responsibilities at this time. Any future organizational decisions will be part of integration planning. Integration will not begin until after closing.
| 8. | How will BioLife fit within Repligen after closing? |
We currently anticipate that BioLife will operate as an individual business reporting directly to the CEO during the integration period. This preserves its customer focus and market leadership while gaining Repligen’s broader global commercial reach, including Asia Pacific, and innovation capabilities.
| 9. | What happens to the Repligen stock or equity I hold? |
Repligen is the acquiring company, so Repligen stock will continue to trade on the open market as usual, and outstanding equity awards continue under their existing terms.
| 10. | What if a BioLife employee contacts me – can I contact them? |
Until closing, Repligen and BioLife remain separate, independent companies, so please do not initiate discussions or share information without an authorized business reason and approval. Any contact should occur only through approved channels at the direction of management.
| 11. | What should I tell customers and partners who ask? |
Tell them we’re excited that this combination expands our robust offering of cell therapy workflow solutions and better positions us to support the development and commercialization of innovative therapies.
| 12. | What if I’m contacted by media, analysts, or investors? |
Consistent with Repligen policy, do not respond directly – refer them to Repligen’s Investor Relations team, and contact your manager if you’re unsure.
| 13. | Can I post on social media about the transaction? |
You may repost or share content from Repligen’s official channels, but do not create new content or comment on the transaction yourself. Please refer to Repligen’s social media policy for additional guidance.
| 14. | Who can I contact with more questions? |
Please contact your manager with any questions regarding the transaction.
Cautionary Statement Regarding Forward-Looking Statements
Statements included in this communication, which are not historical in nature or do not relate to current facts, are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provisions of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on, among other things, Repligen management’s and BioLife management’s beliefs, assumptions, current expectations, estimates and projections about the economy and Repligen and BioLife, as applicable, and the industries in which Repligen and BioLife operate. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements include statements regarding, among other things, the expected benefits of the transaction and Repligen’s ability to recognize the benefits of the transaction; the anticipated timing of the closing of the transaction; the anticipated financial impact of the transaction on Repligen and the belief that this is a financially compelling transaction and accretive in the near-term; expectations for Repligen’s performance following the transaction, including future financial and operating results; beliefs that the transaction will accelerate profitable growth; beliefs and expectations about the cell therapy industry, including its growth, and BioLife’s position as a highly-differentiated cell processing tool leader; anticipated synergies; beliefs about the drivers for future growth following the transaction, including with respect to the pipeline and regulatory matters; the expected impact on customers and revenue opportunities; Repligen’s second quarter results, including revenue growth and expectations for strong margin expansion and Repligen’s plans, objectives, expectations, intentions, growth strategies and other statements that are not historical facts. Repligen and BioLife caution readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; the outcome of any legal proceedings that may be instituted against Repligen or BioLife; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect Repligen following the transaction, or the expected benefits of the transaction); the failure to obtain BioLife stockholder approval or to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction, including anticipated synergies, financial impact and revenue growth, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Repligen and BioLife do business; the risk that the parties have overestimated the size or trajectory of the cell therapy market and BioLife’s market position; the potential for increased regulatory scrutiny and the impact on the clinical pipeline, global approvals and expanded indications; the possibility that the transaction may be more expensive to complete than anticipated; diversion of BioLife and Repligen management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; risks relating to the potential dilutive effect of shares of Repligen common stock to be issued in the transaction and other factors that may affect future results of Repligen. Additional factors that could cause results to differ materially from those described above can be found in Repligen’s Annual Report on Form 10-K for the year ended December 31, 2025, Repligen’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 BioLife’s Annual Report on Form 10-K for the year ended December 31, 2025,
BioLife’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, in each issuer’s respective Current Reports on Form 8-K and in other documents Repligen and BioLife file with the U.S. Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov. Repligen and BioLife caution you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Repligen and BioLife each disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Important Additional Information and Where to Find It
In connection with the transaction, Repligen will file with the SEC a registration statement on Form S-4 (the “registration statement”), which will contain a proxy statement of BioLife and a prospectus of Repligen (the “proxy statement/prospectus”), and each of Repligen and BioLife may file with the SEC other relevant documents regarding the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY REPLIGEN AND BIOLIFE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REPLIGEN, BIOLIFE AND THE TRANSACTION. When final, a definitive copy of the proxy statement/prospectus will be mailed to BioLife stockholders. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus, as well as other filings containing information about Repligen and BioLife, free of charge from Repligen or BioLife or from the SEC’s website when they are filed. The documents filed by Repligen with the SEC may be obtained free of charge at Repligen’s website, at www.repligen.com, or by requesting them by mail at Repligen Corporation, 41 Seyon Street Building 1, Suite 100 Waltham, Massachusetts 02453, Attention: Corporate Secretary. The documents filed by BioLife with the SEC may be obtained free of charge at BioLife’s website, at www. biolifesolutions.com, or by requesting them by mail at BioLife Solutions, Inc., 3303 Monte Villa Parkway, Suite 310, Bothell, WA 98021, Attention: Corporate Secretary. The information included on Repligen’s and BioLife’s websites is not incorporated by reference into this communication.
Participants in the Solicitation
Repligen and BioLife and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of BioLife in respect of the transaction. Information about Repligen’s directors and executive officers is available in Repligen’s proxy statement, dated April 2, 2026, for its 2026 Annual Meeting of Stockholders, and other documents filed by Repligen with the SEC. Information about BioLife’s directors and executive officers is available in BioLife’s proxy statement, dated July 8, 2025, for its 2025 Annual Meeting of Stockholders, and other documents filed by BioLife with the SEC. Other information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the transaction when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Repligen or BioLife as indicated above.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Exhibit 99.4
Repligen Employee Letter
From: Olivier Loeillot
To: All Repligen Employees
Date: July 22, 2026
Subject: BioLife Acquisition Announcement: A message from Olivier Loeillot
Dear Repligen Team,
Today marks an exciting milestone for Repligen. This morning, we announced that we have entered into a definitive agreement to acquire BioLife Solutions, a highly differentiated leader in cell processing tools for cell therapy. You can find the press release on our investor relations website here. In addition, we will host a call at 8:30am ET this morning, the webcast will be accessible via the Investor Relations section of the Company’s website.
First, a little about BioLife: the company is a market leader in cell processing tools including biopreservation media for cell therapy. Their differentiated product portfolio, led by CryoStor®, supports a number of commercially approved cell therapies and many clinical trials. BioLife is based in Bothell, WA and has approximately 160 employees.
This acquisition is a natural next step in the evolution of our strategy and further strengthens our position as a leading provider of bioprocessing technologies by fast-tracking our leadership in cell therapy and broadens our offering for this attractive end-market. BioLife is highly complementary to our portfolio and shares our culture of innovation and our commitment to advancing the science that improves human health worldwide.
It’s important to remember that today’s announcement is only the first step. The acquisition is subject to customary regulatory approvals, approval by BioLife shareholders, and other customary closing conditions. We expect to close the acquisition in the fourth quarter of 2026. Until then, Repligen and BioLife will continue to operate as separate, independent companies, and our focus remains on supporting our customers with high-quality products and a seamless experience. There is meaningful work ahead as we plan for integration, and we will continue to keep you updated as we progress.
You can find answers to common questions about this transaction in the FAQ attached, and if you have additional questions, please reach out to your manager. We will also host a Town Hall on Thursday July 30th, 2026 at 10:00am ET where we will address your questions directly.
Separately, alongside today’s news we also shared preliminary highlights from our second quarter results, which reflect continued strong performance. This momentum in our business during such an exciting time at our company is a testament to your hard work. We will provide full quarterly results and additional details on our Q2 Earnings Call at 8:00am ET on Tuesday, July 28, 2026. I thank you for your continued commitment to Repligen.
Best regards,
Olivier Loeillot
President and Chief Executive Officer
Cautionary Statement Regarding Forward-Looking Statements
Statements included in this communication, which are not historical in nature or do not relate to current facts, are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provisions of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on, among other things, Repligen management’s and BioLife management’s beliefs, assumptions, current expectations, estimates and projections about the economy and Repligen and BioLife, as applicable, and the industries in which Repligen and BioLife operate. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements include statements regarding, among other things, the expected benefits of the transaction and Repligen’s ability to recognize the benefits of the transaction; the anticipated timing of the closing of the transaction; the anticipated financial impact of the transaction on Repligen and the belief that this is a financially compelling transaction and accretive in the near-term; expectations for Repligen’s performance following the transaction, including future financial and operating results; beliefs that the transaction will accelerate profitable growth; beliefs and expectations about the cell therapy industry, including its growth, and BioLife’s position as a highly-differentiated cell processing tool leader; anticipated synergies; beliefs about the drivers for future growth following the transaction, including with respect to the pipeline and regulatory matters; the expected impact on customers and revenue opportunities; Repligen’s second quarter results, including revenue growth and expectations for strong margin expansion and Repligen’s plans, objectives, expectations, intentions, growth strategies and other statements that are not historical facts. Repligen and BioLife caution readers that forward-looking statements are subject to certain risks and uncertainties that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks and uncertainties include, among others, the following possibilities: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; the outcome of any legal proceedings that may be instituted against Repligen or BioLife; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect Repligen following the transaction, or the expected benefits of the transaction); the failure to obtain BioLife stockholder approval or to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction, including anticipated synergies, financial impact and revenue growth, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Repligen and BioLife do business; the risk that the parties have overestimated the size or trajectory of the cell therapy market and BioLife’s market position; the potential for increased regulatory scrutiny and the impact on the clinical pipeline, global approvals and expanded indications; the possibility that the transaction may be more expensive to complete than anticipated; diversion of BioLife and Repligen management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; risks relating to the potential dilutive effect of shares of Repligen common stock to be issued in the transaction and other factors that may affect future results of Repligen. Additional factors that could cause results to differ materially from those described above can be found in Repligen’s Annual Report on Form 10-K for the year ended December 31, 2025, Repligen’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 BioLife’s Annual Report on Form 10-K for the year ended December 31, 2025, BioLife’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, in each issuer’s respective Current Reports on Form 8-K and in other documents Repligen and BioLife file with the U.S. Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov. Repligen and BioLife caution you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Repligen and BioLife each disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Important Additional Information and Where to Find It
In connection with the transaction, Repligen will file with the SEC a registration statement on Form S-4 (the “registration statement”), which will contain a proxy statement of BioLife and a prospectus of Repligen (the “proxy statement/prospectus”), and each of Repligen and BioLife may file with the SEC other relevant documents regarding the transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY REPLIGEN AND BIOLIFE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REPLIGEN, BIOLIFE AND THE TRANSACTION. When final, a definitive copy of the proxy statement/prospectus will be mailed to BioLife stockholders. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus, as well as other filings containing information about Repligen and BioLife, free of charge from Repligen or BioLife or from the SEC’s website when they are filed. The documents filed by Repligen with the SEC may be obtained free of charge at Repligen’s website, at www.repligen.com, or by requesting them by mail at Repligen Corporation, 41 Seyon Street Building 1, Suite 100 Waltham, Massachusetts 02453, Attention: Corporate Secretary. The documents filed by BioLife with the SEC may be obtained free of charge at BioLife’s website, at www. biolifesolutions.com, or by requesting them by mail at BioLife Solutions, Inc., 3303 Monte Villa Parkway, Suite 310, Bothell, WA 98021, Attention: Corporate Secretary. The information included on Repligen’s and BioLife’s websites is not incorporated by reference into this communication.
Participants in the Solicitation
Repligen and BioLife and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of BioLife in respect of the transaction. Information about Repligen’s directors and executive officers is available in Repligen’s proxy statement, dated April 2, 2026, for its 2026 Annual Meeting of Stockholders, and other documents filed by Repligen with the SEC. Information about BioLife’s directors and executive officers is available in BioLife’s proxy statement, dated July 8, 2025, for its 2025 Annual Meeting of Stockholders, and other documents filed by BioLife with the SEC. Other information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the transaction when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Repligen or BioLife as indicated above.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.