Bio-Techne Corp. (TECH) said it has agreed to be acquired by Merck KGaA, Darmstadt, Germany, in an all-cash merger valued at $73.00 per share for Bio-Techne shareholders. The company entered into the Agreement and Plan of Merger on June 25, 2026, with Merck KGaA as parent and EMD Holdings NewCo, Inc., a Minnesota corporation and wholly owned Merck subsidiary, as merger subsidiary. Under the agreement, EMD Holdings NewCo will merge with and into Bio-Techne, with Bio-Techne surviving as a wholly owned subsidiary of Merck KGaA. Bio-Techne’s board of directors approved and declared the merger agreement advisable, determined that the transaction is in the best interests of the company and its shareholders, and resolved to recommend that shareholders approve and adopt the agreement. Each outstanding share of Bio-Techne common stock, other than excluded shares and restricted stock addressed separately under the agreement, will be converted at the effective time into the right to receive $73.00 in cash, without interest and less any required tax withholding. Once converted, those shares will cease to be outstanding. The agreement also lays out detailed treatment for Bio-Techne equity awards. Vested stock options with an exercise price below $73.00 will be canceled in exchange for cash equal to the spread between $73.00 and the exercise price, multiplied by the number of shares subject to the option. Unvested options will be converted into fixed cash-based awards based on the same spread and will generally remain subject to the same vesting terms, with any performance conditions for uncompleted periods deemed achieved at target. Any option, vested or unvested, with an exercise price equal to or above $73.00 will be canceled for no consideration. Restricted stock units and performance stock units outstanding immediately before the effective time will become fixed cash-based awards equal to the number of units multiplied by $73.00. For PSUs with uncompleted performance periods, performance will be deemed achieved at maximum performance, and the resulting cash award will be subject only to service-based vesting, subject to limited exceptions. Restricted stock awards will similarly convert into fixed cash-based awards based on $73.00 per share, with uncompleted performance conditions deemed achieved at target. Bio-Techne also agreed to terminate its equity incentive plan before the effective time. The company’s employee stock purchase plan will be curtailed pending the deal’s completion. No new purchase “Phase” will begin after the merger agreement date, participants may not increase payroll deductions or make separate non-payroll contributions, and no new participants may join. The plan will be terminated no later than immediately before the effective time. Completion of the merger is subject to customary conditions, including approval by holders of a majority of the voting power of Bio-Techne shares outstanding and entitled to vote, expiration or termination of the Hart-Scott-Rodino waiting period, and receipt of other required antitrust and investment screening approvals. The transaction also must not be blocked by a continuing governmental order, injunction, decree or law. Merck’s obligation to close is additionally conditioned on the required approvals not imposing a “Burdensome Condition,” as defined in the merger agreement. The merger agreement includes customary operating covenants and a no-shop provision restricting Bio-Techne from soliciting competing proposals. Before shareholder approval is obtained, however, Bio-Techne may engage with a third party that makes a bona fide written competing proposal if the board determines, after consultation with advisers, that the proposal constitutes or could reasonably be expected to lead to a superior proposal and that failing to engage would be inconsistent with directors’ fiduciary duties. The agreement may be terminated in several circumstances, including failure to close by March 25, 2027. That outside date can be automatically extended twice by three months—to June 25, 2027, and then to September 25, 2027—if the only unsatisfied conditions relate to antitrust or investment screening approvals or burdensome-condition issues. Either side may also terminate if Bio-Techne shareholders do not approve the deal or if a final, non-appealable governmental order permanently blocks the merger. Merck may terminate if Bio-Techne’s board changes its recommendation before shareholder approval, while Bio-Techne may terminate to accept a superior proposal if it complies with the agreement’s procedures. Bio-Techne would owe Merck a termination fee of $230.455 million in specified circumstances, including if the board changes its recommendation, if Bio-Techne terminates to enter into a superior proposal, or if a qualifying competing proposal emerges and is later consummated after certain deal terminations. Merck would owe Bio-Techne a reverse termination fee of $576.14 million in certain circumstances tied to failure to obtain required antitrust or investment screening approvals or a final antitrust or investment-screening-related order blocking the transaction, provided Bio-Techne’s failure to perform its obligations was not the principal cause of the failure or order. Separately, on June 23, 2026, Bio-Techne’s compensation committee approved cash retention bonus awards for the company’s named executive officers in connection with the contemplated merger. The retention agreements became effective only when the merger agreement was executed. The approved lump-sum cash retention bonuses are: Kim Kelderman, $2,120,976; Jim Hippel, $1,541,510; William Geist, $1,161,014; Shane Bohnen, $971,097; and Steve Crouse, $910,263. The bonuses become payable on the earlier of the merger’s effective time or the date the merger agreement is terminated, provided the executive remains employed through that date or experiences an earlier qualifying termination, as described in the agreement.