Bio-Techne adds proxy disclosures ahead of Merck KGaA merger vote amid shareholder suit

Bio-Techne Corporation disclosed in an 8-K dated September 14, 2026 that it is supplementing its definitive proxy statement ahead of a special shareholder meeting on its pending merger with Merck KGaA, Darmstadt, Germany. As previously disclosed, on June 25, 2026, Bio-Techne entered into an Agreement and Plan of Merger with Merck KGaA, Darmstadt, Germany and EMD Holdings NewCo, Inc., a wholly-owned subsidiary of Merck KGaA, under which Bio-Techne would become a wholly-owned subsidiary of Merck KGaA following the merger.¹ Bio-Techne filed its definitive proxy statement on August 20, 2026, with the special shareholder meeting scheduled for September 23, 2026 at 9:00 a.m. Eastern Time.¹

The company said one lawsuit, Robert Garfield v. Baumgartner et al., was filed in Minnesota's Fourth Judicial District on September 9, 2026, by a purported shareholder alleging the proxy statement misrepresented or omitted material information, naming Bio-Techne, its directors, Merck KGaA and the merger subsidiary as defendants, and seeking to enjoin the shareholder vote.¹ Multiple other purported shareholders sent demand letters alleging similar disclosure deficiencies.¹ Bio-Techne said it believes the lawsuit and demand letter allegations are without merit and that its proxy disclosures already comply with applicable law.¹ Nonetheless, to avoid litigation costs and delay risks to the merger vote, the company voluntarily added supplemental disclosures.¹

The supplemental disclosures expand on merger background, including prior acquisition interest dating to 2023, including a verbal offer from Merck KGaA in the second quarter of 2023 in the range of $92 to $95 per share, when Bio-Techne stock traded between $73.76 and $85.98.¹ They also revise Goldman Sachs' financial analyses, including an illustrative present value range of $58 to $72 per share¹ and a discounted equity value analysis yielding $45 to $74 per share.¹