Merck KGaA, Darmstadt, Germany, Agrees to Acquire Bio-Techne, Strengthening Leadership Position in Fast-Growing Life Sciences Markets (Form 8-K)

Merck KGaA, Darmstadt, Germany, Agrees to Acquire Bio-Techne, Strengthening Leadership Position in Fast-Growing Life Sciences Markets

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Purchase price of US$73 per share in cash represents an enterprise value of US$11.3 billion (EUR 9.9 billion)

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Proposed acquisition expected to be immediately accretive to sales growth and EBITDA pre margin post-closing, and EPS pre accretive by year 3 after closing

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U.S.-based Bio-Techne to bring portfolio with industry-leading multi-omics offering, analytical technologies and integrated workflow solutions across the scientific journey

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Would deliver on growth agenda of Merck KGaA, Darmstadt, Germany, by expanding presence in high-growth, next-generation life sciences markets and further strengthening the position as a leader along the full life science value chain

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Would add complementary strengths across research, bioprocessing and advanced therapeutics, bolstering the offering of Merck KGaA, Darmstadt, Germany, in next-generation biology

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Synergistic platform would broaden offerings, accelerate innovation pipeline of Merck KGaA, Darmstadt, Germany, and increase Bio-Techne's geographic and omnichannel access for customers

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Merck KGaA, Darmstadt, Germany, expects annual cost synergies of approximately EUR 140 million, which are anticipated to be fully realized by year 3 after closing

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Darmstadt, Germany, and Minneapolis, Minn., USA, June 25, 2026 - Merck KGaA, Darmstadt, Germany, a leading science and technology company, and Bio-Techne Corporation (NASDAQ: TECH), a Minneapolis-based global provider of life science tools, analytical technologies, and consumables, today entered into a definitive agreement pursuant to which Merck KGaA, Darmstadt, Germany, will, subject to customary closing conditions, acquire Bio-Techne for US$73 per share in cash, representing a total enterprise value of approximately US$11.3 billion (EUR 9.9 billion), a 36% premium to Bio-Techne's one-month volume weighted average trading price.

The transaction would bring together two highly complementary and leading life sciences organizations, uniquely positioned to support customers across the full spectrum of life science workflows - from discovery and translational research through development, testing and commercial manufacturing. Additionally, it would directly deliver on the mid- to long-term strategic agenda of Merck KGaA, Darmstadt, Germany, which focuses on high-growth value drivers, integrated workflows, platformed capabilities and scaling and sourcing innovation through M&A.

"This transaction is an important milestone towards delivering on our mid- to long-term strategic agenda. Bio-Techne is an outstanding fit that directly supports our strategic direction focused on delivering cutting-edge products and solutions across the entire industry value chain - from lab customers to those manufacturing in the biotech and pharmaceutical industries," said Kai Beckmann, Chairman of the Executive Board and Group CEO of Merck KGaA, Darmstadt, Germany. "By combining Bio-Techne's scientific depth, innovation engine and differentiated portfolio with the global scale, manufacturing excellence and customer reach of Merck KGaA, Darmstadt, Germany, we are in a strong position to address some of the most important opportunities in life sciences and support our customers in accelerating the next generation of scientific discovery and therapeutic innovation. This positions us to deliver compelling strategic and financial benefits for shareholders, customers and employees."

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"Building on our strong track record in the Life Science Business, this transaction strengthens our presence in some of the most exciting and fastest-growing areas of the life sciences, including multi-omics, spatial biology, precision diagnostics and cell and gene therapy," said Jean-Charles Wirth, Member of the Executive Board of Merck KGaA, Darmstadt, Germany, and CEO Life Science. "It adds capabilities across our Discovery Solutions, Advanced Solutions and Process Solutions offerings, to support customers across increasingly complex scientific workflows."

"For 50 years, Bio-Techne has enabled scientific breakthroughs across proteomics, spatial biology, and novel therapeutics," said Kim Kelderman, President and Chief Executive Officer of Bio-Techne. "This transaction is a testament to the remarkable company our team has built and to the enduring value we create for our customers and stakeholders. As part of Merck KGaA, Darmstadt, Germany, we will have greater scale and expanded capabilities to accelerate innovation and deepen our impact. Together, we will empower our customers to tackle the most important challenges in science and healthcare, helping to improve outcomes worldwide."

"Following a thorough review, Bio-Techne's Board of Directors determined that this transaction represents an excellent opportunity for Bio-Techne and delivers substantial, near-term cash value to shareholders," said Robert V. Baumgartner, Chairman of the Board of Directors of Bio-Techne. "We are confident that, as part of Merck KGaA, Darmstadt, Germany, Bio-Techne will be well positioned to leverage its strong foundation and expand its impact across life sciences."

Adding Differentiated Technologies Across the Life Science Value Chain

Bio-Techne is a leader in recombinant proteins with 50 years of heritage in next-generation research and development and new modalities. Bio-Techne would bring to Merck KGaA, Darmstadt, Germany, a globally recognized portfolio of cytokines, growth factors, antibodies, and immunoassay kits.

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The planned acquisition would also add ProteinSimple, a leader in automated protein detection and analysis instruments, strengthening the analytical and bioprocess solutions of Merck KGaA, Darmstadt, Germany. In addition, Bio-Techne's RNAscope and related in situ hybridization technologies would strengthen the capabilities of Merck KGaA, Darmstadt, Germany, in spatial biology and diagnostics.

Merck KGaA, Darmstadt, Germany, would also benefit from Bio-Techne's position as a leading provider of materials, analytics, and process technologies to cell therapy developers. In fiscal year 2023, Bio-Techne acquired 19.9% of Wilson Wolf Corporation ("Wilson Wolf"), a leading manufacturer of cell culture devices, including the G-Rex product line, and Bio-Techne expects to acquire the remaining ownership in Wilson Wolf immediately following the end of calendar year 2027 under the terms of a two-part forward contract between Wilson Wolf and Bio-Techne.

Bio-Techne is headquartered in Minneapolis, Minnesota and has more than 3,000 employees, with approximately 2,300 employees based in the U.S. It operates 34 global locations and 15 manufacturing facilities across the U.S., Canada, the UK, Switzerland and China and generated net sales of more than US$1.2 billion in fiscal year 2025.

Strengthening the Leading Life Science Capabilities and Global Reach of Merck KGaA, Darmstadt, Germany

The planned acquisition would strengthen the position of Merck KGaA, Darmstadt, Germany, in high-growth and accelerating areas, including multi-omics, spatial biology, cell and gene therapy, precision diagnostics and advanced research tools, while providing Bio-Techne with access to new channels and customer touchpoints as well as the global scale, manufacturing expertise and established Life Science infrastructure of Merck KGaA, Darmstadt, Germany.

It would also bolster and broaden the Process Solutions business unit of Merck KGaA, Darmstadt, Germany, by expanding its reach into higher-value reagents, analytics, and cell and gene therapy workflows, and strengthen discovery, development and manufacturing capabilities.

Together, Merck KGaA, Darmstadt, Germany, and Bio-Techne would bring enhanced scientific depth and the technical capabilities needed to support increasingly complex customer needs across next-generation biology workflows.

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Organizational Opportunities

Merck KGaA, Darmstadt, Germany, has a strong global footprint and track record as a leading employer. Over the past two decades, the company has invested more than US$35 billion (EUR 30 billion) through inorganic growth, including in the U.S. with acquisitions such as Millipore in 2010, Sigma-Aldrich in 2015, Versum in 2019, and, most recently, SpringWorks Therapeutics in 2025. Today, Merck KGaA, Darmstadt, Germany, employs more than 14,000 people in the U.S. across over 70 company and customer sites.

The planned combination would unite teams across North America, Europe, Asia-Pacific and other key markets, creating a more connected global organization with enhanced opportunities for collaboration, mobility and professional growth. Merck KGaA, Darmstadt, Germany, intends to leverage the unique strengths and expertise of both organizations while continuing to invest in the capabilities, development and long-term success of its workforce worldwide.

As part of a larger global Life Science organization, Bio-Techne employees would have opportunities to contribute to a broader range of innovation, customer and growth priorities, while benefiting from greater access to international networks, advanced training and participation in larger-scale innovation programs. Together, these opportunities are expected to strengthen the company's ability to attract, retain and develop top talent globally, supporting continued scientific leadership and sustainable growth.

Financing & Transaction Details

Under the terms of the merger agreement, Bio-Techne shareholders will receive US$73 per share in cash, representing a total enterprise value of approximately US$11.3 billion (EUR 9.9 billion). The proposed transaction has been approved by Bio-Techne's Board of Directors and the relevant corporate bodies of Merck KGaA, Darmstadt, Germany, and is expected to close by late 2026 or early 2027, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by Bio-Techne shareholders.

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The planned acquisition will be funded through a combination of existing cash on hand and proceeds from new debt. Merck KGaA, Darmstadt, Germany, will preserve a strong investment-grade credit rating.

Financial Benefits & Disciplined Execution

The proposed transaction is expected to be immediately accretive to EBITDA pre margin of both Life Science and the Group post-closing and EPS pre accretive by year 3 after closing. Cost synergies of approximately EUR 140 million are expected to be fully realized by year 3 after closing.

Merck KGaA, Darmstadt, Germany, has a strong track record of successfully integrating acquisitions, including larger-scale and capability-expanding transactions, while delivering strategic, operational and financial value creation. Building on this experience, the company is committed to executing a thoughtful integration process focused on business continuity, critical talent retention, scientific capabilities and customer relationships. Value creation is expected to come from stronger growth, broader capabilities, improved customer reach and disciplined integration.

Advisors

Guggenheim Securities and J.P. Morgan are acting as financial advisors to Merck KGaA, Darmstadt, Germany, and Sullivan & Cromwell LLP is acting as the legal counsel of Merck KGaA, Darmstadt, Germany. Goldman Sachs & Co. LLC is acting as exclusive financial advisor to Bio-Techne, and Sidley Austin LLP is acting as Bio-Techne's legal counsel.

Media & Investor Calls

Merck KGaA, Darmstadt, Germany, will host a media call today at 11:00 a.m. CEST, and a conference call with the financial community today at 2:00 p.m. CEST.

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About Merck KGaA, Darmstadt, Germany

Merck KGaA, Darmstadt, Germany, a leading science and technology company, operates across life science, healthcare and electronics. More than 62,000 employees work to make a positive difference to millions of people's lives every day by creating more joyful and sustainable ways to live. From providing products and services that accelerate drug development and manufacturing as well as discovering unique ways to treat the most challenging diseases to enabling the intelligence of devices - the company is everywhere. In 2025, Merck KGaA, Darmstadt, Germany, generated sales of € 21.1 billion in 65 countries.

The company holds the global rights to the name and trademark "Merck" internationally. The only exceptions are the United States and Canada, where the business sectors of Merck KGaA, Darmstadt, Germany, operate as MilliporeSigma in life science, EMD Serono in healthcare and EMD Electronics in electronics. Since its founding in 1668, scientific exploration and responsible entrepreneurship have been key to the company's technological and scientific advances. To this day, the founding family remains the majority owner of the publicly listed company.

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About Bio-Techne

Bio Techne Corporation (NASDAQ: TECH) is a global life sciences company headquartered in Minnesota, celebrating 50 years of empowering scientific and diagnostic communities to reach better answers. The company provides high quality reagents, analytical instruments, and precision diagnostics. Its portfolio is organized into three customer focused brands: R&D Systems™, Bio Techne Spatial™, and Bio Techne Diagnostics™, reflecting the scientific journey from discovery to translational research to clinical decision making. Bio Techne operates in 34 locations worldwide and employs more than 3,000 people. In fiscal year 2025, the company generated over $1.2 billion in net sales. Its more than 500,000 products are used globally by academic researchers, biopharmaceutical and biotechnology companies, and clinical diagnostic laboratories.

For more information on Bio-Techne, please visit www.bio-techne.com or follow the company on LinkedIn, X, or YouTube.

Bio-Techne Contacts

David Clair, Vice President Investor Relations

[email protected]

Media contacts:

Corporate Communications

[email protected]

Joele Frank, Wilkinson Brimmer Katcher

Kelly Sullivan / Jamie Moser

+1 212-355-4449

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