Repligen-BioLife merger agreement includes $59 million termination fee, January 2027 outside date

Repligen Corporation and BioLife Solutions, Inc. disclosed additional terms of their merger agreement in a Form 8-K following their July 22, 2026 announcement of a definitive deal for Repligen to acquire BioLife. On July 21, 2026, Repligen entered into an Agreement and Plan of Merger with two merger subsidiaries and BioLife, under which Repligen will acquire all outstanding BioLife shares for $11.25 in cash and 0.1442 shares of Repligen common stock per share.¹

The transaction is structured as a two-step merger. Merger Sub 1 will merge into BioLife first, with BioLife surviving as a wholly owned Repligen subsidiary, and then that surviving company will merge into Merger Sub 2, which will survive as a direct, wholly owned Repligen subsidiary.¹

Closing is subject to several conditions. These include approval by a majority of BioLife's outstanding shares, the absence of any law or order blocking the deal, Nasdaq listing approval for the new Repligen shares, expiration of the Hart-Scott-Rodino antitrust waiting period, SEC effectiveness of a Form S-4 registration statement, and the accuracy of representations and warranties by both parties.¹ The parties expect the mergers to close in the fourth quarter of 2026.¹

The agreement sets firm deadlines. Either party may terminate if the mergers are not completed by 5:00 p.m. New York time on January 31, 2027, though that date can automatically extend by 180 days if antitrust conditions remain outstanding, or by 90 days if the SEC has not declared the registration statement effective by November 30, 2026.¹ Under specified circumstances involving a board recommendation change or a competing proposal, BioLife may be required to pay Repligen a termination fee of $59,000,000.¹

Financial advisors on the deal include Perella Weinberg and Goldman Sachs & Co. LLC for Repligen, with Goodwin Procter as legal counsel, while Centerview Partners, LLC advised BioLife with K&L Gates LLP as legal counsel.¹

Previously reported preliminary second-quarter figures remain: Repligen expects revenue growth of approximately 12% as reported and 13% organic, while BioLife expects preliminary revenue of $28.5 million, up 21% from $23.4 million a year earlier.¹