Bio-Techne supplements merger proxy statement ahead of shareholder vote on Merck KGaA deal

Bio-Techne Corp. (TECH) filed a current report Monday disclosing supplemental disclosures to its proxy statement for an upcoming special meeting of shareholders scheduled for Sept. 23, 2026, at 9:00 a.m. Eastern Time. The company said the disclosures were made voluntarily to address allegations raised in a shareholder lawsuit and multiple demand letters concerning the pending merger with Merck KGaA, Darmstadt, Germany.

The lawsuit, titled Robert Garfield v. Baumgartner et al., was filed Sept. 9, 2026, in the District Court for the Fourth Judicial District of the State of Minnesota. The action names Bio-Techne, its directors, Merck KGaA, Darmstadt, Germany, and Merger Sub as defendants, alleging the proxy statement misrepresented or omitted material information and seeking to enjoin the shareholder vote.

Key takeaways

• Bio-Techne filed supplemental proxy disclosures following a shareholder lawsuit and demand letters.
• The lawsuit was filed Sept. 9, 2026, in the District Court for the Fourth Judicial District of Minnesota.
• The special meeting of shareholders to vote on the merger is scheduled for Sept. 23, 2026.
• Bio-Techne denied all allegations and stated the disclosures were added to avoid litigation risks and delays.

Background discussions and financial advisor details

The supplemental disclosures amend the background section of the proxy statement to clarify that from time to time dating back to 2023, Bio-Techne received expressions of interest regarding a potential transaction from Parent and two other strategic parties referred to as Party A and Party B. The filing stated that neither Party A nor Party B proposed a purchase price during preliminary discussions. The company also added details regarding Goldman Sachs & Co. LLC, noting that benchmarking data regarding proposed fees was discussed by the board and that confidentiality agreements entered into with Party A on May 28, 2026, and Party C on June 18, 2026, were without standstills.

Additionally, the filing clarified that from July 2025 until the merger agreement was entered into on June 25, 2026, there were no discussions regarding post-closing employment arrangements between Bio-Techne or its executive officers and Parent or other potential counterparties.

Financial advisor valuation updates

The filing updated certain figures and ranges used by Goldman Sachs in its financial analyses. For the illustrative present value analysis, the filing specified Bio-Techne's total debt of approximately $200 million, cash and cash equivalents of approximately $210 million, an investment in Spear Bio of approximately $15 million, divestiture-related notes receivable of approximately $11 million, and an equity investment in MDxHealth of approximately $1 million. Fully diluted outstanding shares as of June 19, 2026, were updated to a range of approximately 157.3 million to 157.8 million, resulting in illustrative present values per share ranging from $58 to $72.

For future stock price analyses covering the fiscal years ending June 30, 2027, through June 30, 2029, the filing added projected year-end net debt figures of approximately $110 million, $(192) million, and $(551) million, respectively, and fully diluted share ranges of approximately 160.3 million to 168.8 million.

Why it matters

While Bio-Techne maintained that the allegations in the lawsuit and demand letters are without merit and that its original proxy disclosures complied fully with applicable law, the company chose to supplement the record. The voluntary additions aim to eliminate potential delays, risks, and uncertainties associated with the litigation so that shareholders can proceed with voting on the transaction at the scheduled special meeting.

By the numbers

|Metric|Value|Source| |---|---|---|> |Special meeting date|Sept. 23, 2026 at 9:00 a.m. ET|Proxy Statement| |Lawsuit filing date|Sept. 9, 2026|Minnesota District Court| |Bio-Techne total debt|$200 million|Goldman Sachs analysis| |Bio-Techne cash and cash equivalents|$210 million|Goldman Sachs analysis| |Investment in Spear Bio|$15 million|Goldman Sachs analysis| |Divestiture-related notes receivable|$11 million|Goldman Sachs analysis| |MDxHealth equity investment market value|$1 million|Goldman Sachs analysis| |Fully diluted shares (June 19, 2026)|157.3 million to 157.8 million|Goldman Sachs analysis|

Next steps for the transaction

The special meeting of Bio-Techne shareholders remains on track for Sept. 23, 2026. At the meeting, holders of Bio-Techne common stock will vote to adopt the merger agreement under which Merger Sub will merge with and into Bio-Techne, leaving Bio-Techne as the surviving corporation and a wholly-owned subsidiary of Merck KGaA, Darmstadt, Germany.

The completion of the merger remains subject to the adoption of the merger agreement by Bio-Techne shareholders and the satisfaction or waiver of other customary closing conditions set forth in the merger agreement.