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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): June
23, 2026
BIO-TECHNE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| |
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| Minnesota |
0-17272 |
41-1427402 |
|
(State or Other Jurisdiction of
Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification
Number) |
| |
|
614 McKinley Place NE
Minneapolis, Minnesota 55413 |
| (Address of Principal Executive Offices) (Zip Code) |
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| (612) 379-8854 |
| (Registrant’s Telephone Number, Including Area Code) |
| |
| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
Securities registered pursuant to Section 12(b) of the Act:
| |
|
|
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.01 par value |
TECH |
The NASDAQ Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
| |
|
| ☐ |
Emerging growth company |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On June 25, 2026, Bio-Techne Corporation, a Minnesota
corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), and EMD Holdings
NewCo, Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement
provides that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the
“Merger”), with the Company surviving as a wholly-owned subsidiary of Parent.
The Company’s board of directors (the “Board”)
has (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Transactions”),
including the Merger, are advisable and in the best interests of the Company and its shareholders, (ii) approved and declared advisable
the execution, delivery and performance of the Merger Agreement and, subject to receiving Company Shareholder Approval (as defined below),
the consummation by the Company of the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the
Merger Agreement, (iii) directed that the Merger Agreement be submitted to the shareholders of the Company to be approved and adopted
and (iv) upon the terms and subject to the conditions of the Merger Agreement, resolved to recommend approval and adoption of the Merger
Agreement by the shareholders of the Company.
Merger Consideration
At the effective time of the Merger (the “Effective
Time”), each share of the Company’s common stock (each, a “Share”) (other than Company Restricted
Stock (as defined below)) issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined in the
Merger Agreement)) will automatically be converted into the right to receive $73.00 in cash (the “Merger Consideration”),
without any interest thereon and less any required tax withholdings and all of such Shares will cease to be outstanding and cease to exist.
Treatment of Company Equity Awards, Equity Plan and Company Stock Purchase
Plan
Each option to purchase Shares (other than any option
granted under the Company Stock Purchase Plan (as defined below)) (each, a “Company Option”) that is outstanding
and vested as of immediately prior to the Effective Time will automatically, as of the Effective Time, be canceled and, in exchange therefor,
each holder of any such canceled vested Company Option will be entitled to receive a payment in cash of an amount equal to the product
of (i) the number of Shares subject to such canceled vested Company Option immediately prior to the Effective Time, multiplied by
(ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such canceled vested Company
Option (without interest and less any required tax withholdings).
Each Company Option (or portion thereof) that is unvested
as of immediately prior to the Effective Time will automatically, as of the Effective Time, cease to represent an option to purchase Shares
and will be converted into a fixed cash-based award in respect of an amount in cash equal to the product
(rounded down to the nearest whole cent) of (i) the number of Shares subject to such canceled unvested Company Option immediately prior
to the Effective Time (which, for purposes of determining the number of Company Options with respect to any unvested Company Option subject
to performance-based vesting requirements with a performance period that has not been completed as of immediately prior to the Effective
Time, any applicable performance-based conditions will be deemed to have been achieved at target performance), multiplied by (ii)
the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share (without interest and less any required tax
withholdings). Such fixed cash-based award will be subject to the same vesting terms (including any acceleration of vesting) and will,
subject to certain limited exceptions, continue to be governed by the same terms and conditions (including service-based vesting terms)
as were applicable to the corresponding unvested Company Option immediately prior to the Effective Time.
Any Company Option (whether vested or unvested) with
an exercise price per Share that is equal to or greater than the Merger Consideration will be canceled in exchange for no consideration.
Each award of restricted stock units with respect
to Shares that is solely subject to time-based vesting requirements (each, an “RSU Award”) and each award
of restricted stock units that is subject to performance-based vesting requirements (each, a “PSU Award”)
that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, as of the
Effective Time, cease to represent an RSU Award or PSU Award, as applicable, and will be converted into a fixed cash-based award in
respect of an amount in cash equal to the product (rounded to the nearest whole cent) of (A) the number of restricted stock units
subject to such canceled RSU Award or PSU Award, as applicable (which, for purposes of determining the number of restricted stock
units with respect to any portion of a PSU Award with a performance period that has not been completed as of immediately prior to
the Effective Time, any applicable performance-based conditions will be deemed to have been achieved at maximum performance), multiplied
by (B) the Merger Consideration (without interest and less any required tax withholdings). Such fixed cash-based award will,
subject to certain limited exceptions, continue to be governed by the same terms and conditions (including service-based and
accelerated vesting terms) as were applicable to the corresponding RSU Award or PSU Award, as applicable, immediately prior to the
Effective Time, except the fixed cash-based award will be subject to service-based vesting
only.
Each award of Shares that is subject to vesting
restrictions (the “Company Restricted Stock”) that is outstanding as of immediately prior to the Effective
Time will, as of the Effective Time, cease to represent a restricted stock award denominated in Shares and will be converted into a
fixed cash-based award in respect of an amount in cash equal to the product (rounded down to the nearest whole cent) of (i) the
number of Shares subject to such canceled award of Company Restricted Stock (which, for purposes of determining the number of shares
of Company Restricted Stock with respect to any portion of an award of Company Restricted Stock with a performance period that has
not been completed as of immediately prior to the Effective Time, any applicable performance-based conditions will be deemed to have
been achieved at target performance), multiplied by (ii) the Merger Consideration
(without interest and less any required tax withholdings). Such fixed cash-based award will, subject to certain limited exceptions,
continue to be governed by the same terms and conditions (including service-based vesting terms, including acceleration of vesting)
as were applicable to the corresponding award of Company Restricted Stock immediately prior to the Effective Time.
Prior to the Effective Time, the Company will terminate
its equity incentive plan.
With respect to the Company’s employee stock
purchase plan (the “Company Stock Purchase Plan”), (i) no further Phase (as defined in the Company Stock Purchase
Plan) will commence pursuant to the Company Stock Purchase Plan after the date of the Merger Agreement, (ii) participants are prohibited
from increasing deductions under the Company Stock Purchase Plan or otherwise making separate non-payroll contributions to the Company
Stock Purchase Plan, in each case, after the date of the Merger Agreement and (iii) no new participants are permitted to begin participation
after the date of the Merger Agreement. No later than immediately prior to and effective as of the Effective Time, the Company will terminate
the Company Stock Purchase Plan.
Closing Conditions
Each party’s obligation to consummate the Merger
is subject to customary closing conditions, including, without limitation: (i) the approval of the Merger Agreement (including the “plan
of merger” for purposes of the Minnesota Business Corporation Act) by the affirmative vote of the holders of a majority of the voting
power of all of the Shares outstanding and entitled to vote thereon at the meeting of the Company’s shareholders held for the purpose
of voting upon the approval of the Merger Agreement (the “Company Shareholder Approval” and such meeting, the
“Company Shareholder Meeting”); (ii) the expiration or termination of the required waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all other scheduled antitrust or investment screening law approvals
having been obtained (or the applicable waiting periods having expired or terminated) (which list of scheduled antitrust approvals may
be supplemented by Parent as provided in the Merger Agreement) (such approvals in this clause (ii), collectively, the “Required
Approvals”); (iii) no governmental entity of competent jurisdiction having issued or entered any order, injunction or decree
or enacted, enforced, issued, promulgated, entered or adopted any law, in each case, that is continuing in effect and that prohibits,
enjoins or otherwise prevents the consummation of the Merger; (iv) accuracy of the other party’s representations and warranties,
subject to certain customary materiality or de minimis standards set forth in the Merger Agreement; and (v) the other party’s compliance
with its obligations and covenants required under the Merger Agreement, subject to certain materiality standards.
Parent’s and Merger Sub’s obligation to
effect the Merger is also subject to the condition that the Required Approvals will not, individually or in the aggregate, contain a Burdensome
Condition (as defined in the Merger Agreement).
Representations, Warranties and Covenants
The Merger Agreement contains customary representations,
warranties and covenants of the Company, Parent and Merger Sub. From the date of the Merger Agreement until the earlier of the Effective
Time and the termination of the Merger Agreement in accordance with its terms, the Company is required to, and is required to cause each
of its subsidiaries to, (i) use commercially reasonable efforts to conduct its operations in all material respects in the ordinary course
of business and to maintain its existing relations and goodwill with governmental entities, customers, suppliers, distributors, creditors,
lessors and employees and (ii) refrain from taking certain specified actions without Parent’s consent. Under the Merger Agreement,
Parent has agreed (and will cause Merger Sub and each of its and their applicable affiliates) to, and the Company has agreed to, use their
respective reasonable best efforts to consummate the Transactions and cause the closing conditions to be satisfied as promptly as reasonably
practicable after the date of the Merger Agreement and in any event, prior to the Outside Date (as defined below).
Non-Solicitation; Change of Company Recommendation
From the date of the Merger Agreement until the earlier
of the Effective Time and termination of the Merger Agreement in accordance with its terms, the Company is subject to customary “no-shop”
restrictions requiring, among other things, the Company not to, among other things, (i) solicit, initiate or knowingly encourage the making
or submission of any proposal, offer or indication of intent that constitutes, or would reasonably be expected to lead to or result in,
a Competing Proposal (as defined in the Merger Agreement), (ii) knowingly furnish any non-public information regarding the Company or
its subsidiaries to any third person in connection with or in response to a Competing Proposal or any proposal, offer or indication of
intent that would reasonably be expected to lead to or result in, a Competing Proposal or (iii) participate in any discussions or negotiations
with any third person with respect to any Competing Proposal or any proposal, offer or indication of intent that would reasonably be expected
to lead to or result in, a Competing Proposal made by such third person. The Company may, however, prior to the earlier of obtaining the
Company Shareholder Approval and termination of the Merger Agreement, furnish information (including non-public information) to, afford
other access to, and participate and engage in discussions or negotiations with, a third party that has made a bona fide written
Competing Proposal that did not result from a material breach of the non-solicitation provisions of the Company’s “no-shop”
restrictions and that the Board (or a committee thereof) determines in good faith (after consultation with the Company’s outside
financial advisor(s) and outside legal counsel) either constitutes a Superior Proposal (as defined in the Merger Agreement) or could reasonably
be expected to lead to a Superior Proposal and the failure to take such action would reasonably be expected to be inconsistent with the
directors’ fiduciary duties under applicable law.
At any time prior to obtaining the Company Shareholder
Approval, the Board (or any committee thereof) may, in certain circumstances, make a Change of Company Recommendation (as defined in the
Merger Agreement) and/or terminate the Merger Agreement to enter into a Superior Proposal, subject to complying with specified notice
requirements to Parent and other conditions set forth in the Merger Agreement, including paying the Company Termination Fee (as defined
below) to Parent in specified circumstances, as described below.
Termination
The Merger Agreement also provides for certain customary
termination rights for both the Company and Parent, including the right of the Company to terminate the Merger Agreement prior to the
Company obtaining the Company Shareholder Approval to accept a Superior Proposal, subject to certain conditions and obligations, including
the payment of the Company Termination Fee.
In addition, and subject to certain limitations,
the Merger Agreement can be terminated by either Parent or the Company if (i) the Merger is not consummated on or before March 25,
2027 (the “Outside Date”, which Outside Date will be automatically extended for two successive three-month
periods (to June 25, 2027 and then to September 25, 2027) if all of the closing conditions have been satisfied or waived (or are
capable of being satisfied at such time) other than the conditions that relate to antitrust or investment screening law approvals or Burdensome Conditions),
(ii) any governmental entity in any jurisdiction in which Parent or the Company has material business operations issues an order,
injunction or decree permanently enjoining or otherwise permanently prohibiting the Merger, and such order, injunction or decree
becomes final and non-appealable or (iii) the Company Shareholder Approval is not obtained following a vote of the shareholders of
the Company taken thereon.
Parent also has the right to terminate the Merger Agreement
at any time prior to the Company obtaining the Company Shareholder Approval if the Board effects a Change of Company Recommendation.
Parent and the Company also may terminate the Merger
Agreement by mutual written consent.
Termination Fees
The Company will be required to pay to Parent a termination
fee equal to $230,455,000 (the “Company Termination Fee”):
| · | If (A) the Merger Agreement is validly terminated (i) by either
Parent or the Company for failure to obtain the Company Shareholder Approval or (ii) by either Parent or the Company for failure to consummate
the Merger by the Outside Date, (B) following the execution and delivery of the Merger Agreement and prior to the Company Shareholder
Meeting, a bona fide Competing Proposal is delivered to the Board, or any person publicly announces an intention (whether or not
conditional) to make a Competing Proposal, and such Competing Proposal has not been withdrawn without qualification (x) at least five
business days prior to such termination for failure to consummate the Merger by the Outside Date or (y) in the case of a termination
for failure to obtain the Company Shareholder Approval, at least three business days prior to the Company Shareholder Meeting; and (C)
concurrently with or within 12 months after the date of any such termination, the Company or any of its subsidiaries enters into a definitive
agreement to effect a Competing Proposal with any person and such Competing Proposal is subsequently consummated (with references to
20% and 80% in the definition of Competing Proposal being deemed references to 50% for purposes of this bullet point); |
| · | If the Merger Agreement is validly terminated by Parent, as
a result of the Board effecting a Change of Company Recommendation; or |
| · | If the Merger Agreement is validly terminated by the Company,
to enter into a definitive agreement providing for a Superior Proposal. |
Further, Parent is required to pay to the Company a
termination fee equal to $576,140,000 (the “Parent Termination Fee”):
| · | If the Merger Agreement is validly terminated by either the Company or
Parent if the Merger has not occurred by the Outside Date if all of the mutual closing conditions and all of the additional closing
conditions to Parent’s obligation to close have been satisfied or waived (or are capable of being satisfied at such time) other than
the conditions that relate to the scheduled antitrust or investment screening law approvals; or |
| · | If
the Merger Agreement is validly terminated by either the Company or Parent due to any governmental entity in any jurisdiction in
which Parent or the Company has material business operations issues an order, injunction or decree related to any antitrust law or
investment screening law permanently enjoining or otherwise permanently prohibiting the Merger, and such order, injunction or decree
becomes final and non-appealable; |
provided, that in the case of each bullet above, the Parent Termination
Fee will not be payable if a failure by the Company to perform any of its obligations contained in the Merger Agreement is the principal
cause of or resulted in (i) the failure to consummate the Merger by the Outside Date or (ii) the order, injunction or decree giving rise
to such termination, as applicable.
The foregoing description of the Merger Agreement,
the Merger and the other Transactions does not purport to be complete and is subject to, and qualified in its entirety by reference to,
the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated
herein by reference.
Other Matters
The Merger Agreement and the above descriptions have
been included to provide shareholders with information regarding the terms of the Merger Agreement and are not intended to provide any
other factual information about the parties to the Merger Agreement or their respective subsidiaries or affiliates. The representations,
warranties, covenants and agreements contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific
dates set forth therein, are solely for the benefit of the parties to the Merger Agreement and are subject to important qualifications
and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The subject matter of the representations
and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the
Company’s public disclosures. In addition, certain representations and warranties were used for the purpose of allocating risk between
the parties to the Merger Agreement, rather than establishing matters of fact. The representations and warranties may also be subject
to a contractual standard of materiality different from what might be viewed as material to shareholders or the standards of materiality
generally applicable to the Company and its reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”),
and in some cases were qualified by confidential disclosures that were made by each party to the others, which disclosures are not reflected
in the Merger Agreement. Except as and to the extent expressly provided in the Merger Agreement, shareholders are not third-party beneficiaries
under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof,
as characterizations of the actual state of facts or condition of any party to the Merger Agreement.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 23, 2026, in connection with the contemplated
Merger, the Compensation Committee of the Board (the “Compensation Committee”) approved cash retention bonus
awards to each of the Company’s current named executive officers pursuant to retention agreements (the “Retention
Agreements”) in order to encourage the Company’s named executive officers to remain with the Company and motivate
their continued strong performance until the Effective Time. The Retention Agreements became effective only upon the execution of the
Merger Agreement.
The Compensation Committee approved the
following lump sum cash bonus amounts (the “Retention Bonuses”) payable to the Company’s named
executive officers under the Retention Agreements: Kim Kelderman – $2,120,976; Jim Hippel – $1,541,510; William Geist
– $1,161,014; Shane Bohnen – $971,097; and Steve Crouse – $910,263. The Retention Agreements provide that the
Retention Bonuses will become payable to the named executive officers on the earlier to occur of (i) the date on which the Effective
Time occurs and (ii) the date on which the Merger Agreement is terminated in accordance with its terms (the earlier to occur, the
“Vesting Date”); provided that the officer remains employed through such Vesting Date or experiences an
earlier termination of employment by the Company or an applicable affiliate without cause (as defined in the Retention Agreements)
or as a result of the officer’s death or disability (each, a “Qualifying Termination”). Payment of
the Retention Bonus is also subject to the officer’s timely execution of a release of claims in a form provided by the
Company.
In addition to the payment of the
Retention Bonuses described above, the Retention Agreements also provide that if the applicable officer either (i) remains employed
by the Company or one of its affiliates through the date on which the Effective Time occurs or (ii) experiences an earlier
Qualifying Termination, and if it is determined that certain payments provided to the officer would be subject to an excise tax
pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended, then, subject to certain exceptions, the officer will be
entitled to receive an additional cash gross-up payment equal to the sum of such excise tax payment (and related penalties and
interest, if applicable) payable by the officer, plus an amount such that the officer will, after payment of all taxes and related
interest and penalties, be in the same after-tax position as if the excise tax (and related interest and penalties) had not been
incurred. Notwithstanding the foregoing, the named executive officers will not be entitled to receive this gross-up benefit if the
Merger Agreement is terminated in accordance with its terms.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
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| 2.1* |
|
Agreement and Plan of Merger, dated as of June 25, 2026, by and among Bio-Techne Corporation, Merck KGaA, Darmstadt, Germany and EMD Holdings NewCo, Inc. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request
by the SEC; provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934,
as amended, for any schedules or exhibits so furnished.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain forward-looking statements
based on current assumptions and forecasts made by Merck KGaA, Darmstadt, Germany or Company management. Statements that include words such as “anticipate,”
“expect,” “should,” “would,” “intend,” “plan,” “project,” “seek,”
“believe,” “will,” and other words of similar meaning in connection with future events or future operating or
financial performance are often used to identify forward-looking statements. All statements in this communication, other than those relating
to historical information or current conditions, are forward-looking statements. Actual results could differ materially from those projected
or forecasted in the forward-looking statements. Various known and unknown risks, uncertainties and other factors could lead to material
differences between the actual future results, financial situation or development and the estimates given here. These factors include
the following: Merck KGaA, Darmstadt, Germany’s ability to successfully complete the proposed acquisition of the Company or realize the anticipated benefits
of the proposed transaction in the expected timeframes or at all; Merck KGaA, Darmstadt, Germany’s ability to successfully integrate the Company’s
operations into those of Merck KGaA, Darmstadt, Germany, given such integration may be more difficult, time-consuming or costly than expected; the failure to
obtain the Company’s shareholders’ approval of the proposed transaction; the failure of any of the conditions to the proposed
transaction to be satisfied; the possibility that competing offers or acquisition proposals for the Company will be made; revenues following
the proposed transaction may be lower than expected; operating costs, customer loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the
proposed transaction; the retention of certain key employees at the Company; risks associated with the disruption of management’s
attention from ongoing business operations due to the proposed transaction; certain restrictions during the pendency of the proposed
transaction that may impact the Company’s or Merck KGaA, Darmstadt, Germany’s ability to pursue certain business opportunities or strategic transactions;
the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s
common stock, including if the proposed transaction is not consummated; the outcome of any legal proceedings related to the proposed
transaction; the impact of the proposed transaction on the Company’s credit rating; the parties’ ability to meet expectations
regarding the timing and completion of the proposed transaction; delays in obtaining any approvals required to complete the proposed
transaction or an inability to obtain them on the terms proposed or on the anticipated schedule or regarding accounting and tax treatments
of the proposed transaction; the impact of indebtedness to be incurred by Merck KGaA, Darmstadt, Germany in connection with the proposed transaction; the effects
of the business combination of the Company and Merck KGaA, Darmstadt, Germany, including the combined company’s future financial condition, operating results,
strategy and plans; third parties may claim that Merck KGaA, Darmstadt, Germany’s or the Company’s products infringe their intellectual property
rights; fluctuations in non-U.S. currencies could result in transaction losses; acts of war and terrorism may adversely affect Merck KGaA, Darmstadt, Germany’s
or the Company’s business; the volatility of the international marketplace; and other factors discussed in Merck KGaA, Darmstadt, Germany’s public
reports which are available on Merck KGaA, Darmstadt, Germany’s website at https://www.emdgroup.com/en
or in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”)
for the fiscal year ended June 30, 2025 and the Company’s other filings with the SEC, which are available at http://www.sec.gov
and on the Company’s website at https://www.bio-techne.com. Except
as otherwise required by law, neither Merck KGaA, Darmstadt, Germany nor the Company assumes any liability whatsoever to update these forward-looking statements
or to conform them to future events or developments. Readers are cautioned not to place undue reliance on these forward-looking statements
that speak only as of the date hereof.
Additional Important Information and Where to Find It
This communication relates to the proposed transaction
involving the Company and Merck KGaA, Darmstadt, Germany. In connection with the proposed transaction, the Company intends to file relevant materials with the
SEC, including a proxy statement on Schedule 14A (the “Proxy Statement”). This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, and is not a substitute
for the Proxy Statement or any other document that the Company files with the SEC or sends to the Company’s shareholders in connection
with the proposed transaction. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ALL
PROXY MATERIALS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website, http://www.sec.gov,
or on the Company’s website at https://www.bio-techne.com.
Participants in Solicitation
The Company and its directors and executive officers,
and Merck KGaA, Darmstadt, Germany and certain of its executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Company common stock in respect of the proposed transaction. Information about the directors and executive officers of the Company
is set forth (i) in the Company’s proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on
September 19, 2025, which is available here,
including under the headings “Proposal 2: Election of Directors,” “Corporate Governance,” “Director Compensation,”
“Executive Compensation” and “Share Information”, and (ii) under Item 5.02, “Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” in the
Current Report on Form 8-K filed by the Company with the SEC on February 11, 2026 (which is available here).
To the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth
in such documents, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements
of Beneficial Ownership on Form 4 filed with the SEC that are or will be available at the SEC’s website, http://www.sec.gov.
Other information regarding the 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 and other relevant materials to be filed with the SEC in respect of the
proposed transaction when they become available.
SIGNATURES
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.
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BIO-TECHNE CORPORATION |
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(Registrant) |
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| Date: June 25, 2026 |
|
By: |
/s/ Shane V. Bohnen |
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Name: Shane V. Bohnen
Title: Senior Vice President,
General Counsel and Secretary |
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