Form 8-K · Current report
Bio-Techne 8-K, filed Sep 14, 2026
- Filed
- CIK
- 0000842023
- Accession no.
- 0001140361-26-036499
Summary
Bio-Techne disclosed supplemental proxy disclosures for its pending merger with Merck KGaA after a purported shareholder lawsuit seeking to enjoin the shareholder vote and demand letters alleged the proxy statement misrepresented or omitted material information; Bio-Techne said the allegations are without merit.
Key points
- Bio-Techne entered a June 25, 2026 merger agreement with Merck KGaA and EMD Holdings NewCo under which Merger Sub will merge into Bio-Techne, leaving it a wholly owned subsidiary of Merck KGaA.
- A purported Bio-Techne shareholder, Robert Garfield, filed a lawsuit on September 9, 2026 in Minnesota state court against Bio-Techne, its directors, Merck KGaA and Merger Sub, seeking to enjoin the shareholder vote scheduled for September 23, 2026.
- Multiple purported Bio-Techne shareholders sent demand letters alleging the proxy statement disclosures were deficient; Bio-Techne denied the allegations and voluntarily supplemented certain disclosures.
- Goldman Sachs acted as Bio-Techne's financial advisor and provided illustrative valuation ranges in the supplemental disclosures, including $58 to $72 per share and $45 to $74 per share.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 8.01Other Events
From the filing
Item 8.01. Other Events. As previously disclosed, on June 25, 2026, Bio-Techne Corporation, a Minnesota corporation (“Bio-Techne”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Merck KGaA, Darmstadt, Germany”) and EMD Holdings NewCo, Inc., a Minnesota corporation and a wholly-owned subsidiary of Merck KGaA, Darmstadt, Germany (“Merger Sub”), providing that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Bio-Techne (the “Merger”), whereupon Bio-Techne will continue as the surviving corporation and a wholly-owned subsidiary of…
An excerpt of the text as filed with the SEC, cut for length.
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