BioLife Solutions Inc.
09/09/2026 | Press release | Distributed by Public on 09/09/2026 15:22
Material Event (Form 8-K)
Item 8.01 Other Events.
As previously disclosed, on July 21, 2026, BioLife Solutions, Inc., a Delaware corporation ("BioLife"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Repligen Corporation, a Delaware corporation ("Repligen"), Bravo Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Repligen ("Merger Sub 1"), and Bravo Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Repligen ("Merger Sub 2"), 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, subject to the satisfaction or waiver of the conditions contained in the Merger Agreement, 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 completion of the Mergers is conditioned upon, among other things, the expiration or termination of the required waiting period applicable to the consummation of the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Waiting Period"). The HSR Waiting Period expired at 11:59 p.m., Eastern Time, on September 3, 2026.
The completion of the Mergers remains subject to the satisfaction of other customary closing conditions specified in the Merger Agreement, including the adoption of the Merger Agreement by BioLife's stockholders. As previously disclosed, the special meeting of BioLife stockholders to consider adoption of the Merger Agreement has been scheduled to be held by means of remote communication on October 5, 2026 at 9:00 a.m. Eastern Time.
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