$TECH · BIO-TECHNE Corp

Bio-Techne filed an 8-K voluntarily supplementing its definitive proxy statement for the pending acquisition by Merck KGaA, Darmstadt, Germany. The supplements respond to one shareholder lawsuit (Garfield v. Baumgartner et al.) and multiple demand letters alleging disclosure deficiencies. Key additions include: Merck KGaA's Q2 2023 verbal interest at $92–$95 per share, Goldman Sachs' illustrative DCF range of $45–$74 per share, a selected-companies reference range of $49–$67 per share, and confirmation that no post-closing employment arrangements were discussed. The special shareholder meeting

TECH is flat (+0.21%) in the regular session at $72.27. The supplemental disclosures appear procedural and unlikely to shift the merger calculus materially; the $72.27 price sits near the top of Goldman's illustrative DCF range ($45–$74) and above the selected-companies reference range ($49–$67).

The supplemental disclosures reveal that Merck KGaA's 2023 verbal interest ($92–$95) was well above the current deal price and Goldman's valuation ranges, a detail shareholders may weigh at the Sept.

Life sciences tools M&A remains active; the Merck KGaA/Bio-Techne deal follows a pattern of strategic acquirers supplementing proxy disclosures to neutralize shareholder litigation and keep deal timelines on track.

The lawsuit seeks to enjoin the Sept. 23 shareholder vote; if granted, the merger timeline could be delayed. Bio-Techne acknowledges the outcome cannot be predicted but calls the claims meritless.