Merck KGaA's $73-a-share Bio-Techne bid faces FTC review

Merck KGaA's $73-a-share cash offer for Bio-Techne, valuing the Minneapolis life-sciences company at about $11.3 billion, heads to a shareholder vote Sept. 23 with U.S. antitrust review still unresolved after an HSR refiling. The German science-and-technology group's all-cash bid carries a 24 percent premium to Bio-Techne's June 24 closing price of $58.88.

"The board unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of Bio-Techne and its shareholders," the company said in its definitive proxy, recommending shareholders vote for the deal.

The $73-per-share consideration represents a 43 percent premium to the 30-trading-day volume-weighted average price before announcement and a 35 percent premium to the June 12 close of $54.00, the last full session before activist Ananym Capital Management called for a strategic review. The price implies an enterprise value of roughly 26.6 times Bio-Techne's estimated adjusted EBITDA for the fiscal year ended June 30, 2026. Goldman Sachs, which advised Bio-Techne, delivered a fairness opinion June 25 and stands to collect a transaction fee of about $106 million, contingent on closing. The agreement carries a $230.5 million termination fee for Bio-Techne and a $576.1 million reverse fee for Merck.

The transaction requires approval from a majority of the 156.8 million shares outstanding at the Sept. 23 special meeting, plus regulatory clearances. Merck withdrew and refiled its Hart-Scott-Rodino notification Aug. 19 to give the Federal Trade Commission additional review time, pushing the expected close to late 2026 or early 2027.

A contested premium

The offer emerged from a process that began with Merck's May 18 indication of interest at $67 a share, which Bio-Techne's board rejected as inadequate before the German group raised its bid twice to $73. Two other strategic parties — identified in the proxy only as Party A and Party B — entered confidentiality agreements, but only one submitted a written indication of interest, at $68, before pausing its pursuit. The board authorized outreach only to those two parties, judging that a broader market check risked a harmful leak without clear benefit.

The premium has drawn scrutiny from investor-rights firms. Halper Sadeh LLC, Ademi LLP, Monteverde & Associates PC and Kahn Swick & Foti LLC have opened investigations into whether Bio-Techne's board obtained the best price and ran a fair process, with the $230.5 million termination fee flagged as a potential deterrent to competing bids.

Regulatory path

The merger is not conditioned on financing, and Merck has represented it will have sufficient funds at closing. The main open condition is antitrust clearance: the parties filed HSR notifications July 16, withdrew Aug. 17 and refiled Aug. 19 for additional FTC review. Required approvals must not contain a "burdensome condition" — defined as a remedy with a material adverse effect on Merck's life-science business — or the deal can be terminated, triggering the $576.1 million reverse fee.

If shareholders reject the merger or it fails to close, Bio-Techne shares may decline significantly from the $72.48 level where they traded Aug. 19, the proxy warns, with no certainty of recovery to pre-announcement prices. The agreement can be terminated after March 25, 2027, extendable to Sept. 25, 2027, if regulatory conditions remain outstanding.

This article is for informational purposes only and does not constitute investment advice.