July 15, 2026 | Health Care | North America | Active
On 25-Jun-26, German drugmaker Merck agreed to acquire US life science tools maker Bio-Techne for $11.3bn in an all-cash deal. The $73.00 per share offer represents a 24.0% premium to Bio-Techne’s 24-Jun-26 close and 35.2% over its 14-Jun-26 undisturbed price, the last close before Bloomberg reported that Ananym Capital Management had built a stake and written to the board urging a strategic review that could include a sale. Through completion, Bio-Techne may continue to pay regular quarterly dividends consistent with past practice, subject to a cap set out in a non-public Company Disclosure Letter. Bio-Techne’s board and the relevant corporate bodies of Merck have approved the deal, which Merck will fund from its existing cash and new debt, all while preserving its strong investment-grade rating. Closing conditions include Bio-Techne shareholder approval (50%) and regulatory clearances, including HSR. Foreign regulatory jurisdictions are not disclosed, although Bio-Techne must give Merck its revenue breakdown, by jurisdiction, by 31-Jul-26. Merck will then determine whether approvals beyond those in the Company Disclosure Letter are needed. The merger agreement contains standard representations, warranties and covenants. The MAC definition appears standard, with carve-outs for force majeure events including tariffs, war and pandemic. Bio-Techne has agreed to non-solicitation provisions with a standard fiduciary-out exception. Both parties have agreed to use reasonable best efforts to secure regulatory approvals, yet a Burdensome Condition means neither ...
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