Bio-Techne shareholders approve acquisition by Merck KGaA in special meeting vote

Bio-Techne Corporation (TECH) announced Wednesday that its shareholders voted to approve and adopt the definitive merger agreement under which Merck KGaA, Darmstadt, Germany proposes to acquire the company. The vote took place at a special meeting of shareholders held Wednesday.

At the record date of August 11, 2026, there were 156,800,296 shares of Bio-Techne common stock issued and outstanding. Holders of 78.55% of the outstanding shares were present or represented by proxy at the meeting, establishing a quorum.

"We are grateful to our shareholders for their strong support, which marks an important milestone toward completing the transaction," said Kim Kelderman, President and Chief Executive Officer of Bio-Techne, in a statement. "Joining Merck KGaA, Darmstadt, Germany will bring together our complementary and leading life sciences organizations while delivering substantial, near-term cash value to Bio-Techne shareholders. The combined company will be uniquely positioned to support customers across the full spectrum of life science workflows from discovery and translational research through development, testing and commercial manufacturing."

Key takeaways

• Shareholders approved the merger agreement with 121,929,544 votes cast for the proposal.
• A total of 1,208,817 votes were cast against the merger agreement proposal.
• The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired Sept. 18, 2026.
• The company expects the transaction to close by late 2026 or early 2027.

Voting results

According to a regulatory filing, the merger agreement proposal received 121,929,544 votes for, 1,208,817 votes against, and 30,610 abstentions. A separate non-binding advisory proposal regarding executive compensation related to the merger received 25,912,275 votes for, 96,412,306 votes against, and 844,390 abstentions. The adjournment proposal was not submitted to a vote because a quorum was present and sufficient votes were cast to approve the merger agreement.

Regulatory progress and closing timeline

In addition to shareholder approval, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired at 11:59 p.m. Eastern Time on September 18, 2026. Bio-Techne stated in a press release that it continues to expect the transaction to close by late 2026 or early 2027.

Why it matters

The shareholder vote removes a central hurdle for the proposed transaction between Bio-Techne and Merck KGaA, Darmstadt, Germany. The combination brings together two life science tool and reagent providers, with Bio-Techne continuing as a wholly-owned subsidiary of Parent upon completion.

By the numbers

|Metric|Value|Source| |---|---|---|> |Common stock shares outstanding|156,800,296|8-K Filing| |Shares represented at meeting|78.55%|8-K Filing| |Merger proposal votes for|121,929,544|8-K Filing| |Merger proposal votes against|1,208,817|8-K Filing| |Merger proposal abstentions|30,610|8-K Filing| |Compensation proposal votes for|25,912,275|8-K Filing| |Compensation proposal votes against|96,412,306|8-K Filing| |Compensation proposal abstentions|844,390|8-K Filing|

Remaining closing conditions

Closing of the transaction remains subject to customary closing conditions. These conditions include the receipt of remaining required regulatory approvals. Neither company has disclosed the full financial terms or purchase price within the current disclosures aside from noting the expected timeline for completion.