8-K – 2026-06-25 – tech-8k_062526.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June
25, 2026

 

 

 

BIO-TECHNE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 
 
 

Minnesota
0-17272
41-1427402

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer Identification

Number)

 

614 McKinley Place N.E.

Minneapolis , Minnesota 55413

(Address of Principal Executive Offices) (Zip Code)

 

(612) 379-8854

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common Stock, $0.01 par value
TECH
The NASDAQ Stock Market LLC

 

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 

☒
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

☐
Emerging growth company

 

If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 
Item 7.01.
Regulation FD Disclosure.

 

On June 25, 2026, Bio-Techne
Corporation, a Minnesota corporation (“ Bio-Techne ”), and Merck KGaA, Darmstadt, Germany, a German
corporation with general partners, issued a joint press release announcing the execution of an Agreement and Plan of Merger, by and
among Bio-Techne, Merck KGaA, Darmstadt, Germany and EMD Holdings NewCo, Inc., a Minnesota corporation and a wholly-owned
subsidiary of Merck KGaA, Darmstadt, Germany. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.

 

The information contained in Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained
in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of Bio-Techne,
whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated
by specific reference to such filing.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication may contain
forward-looking statements based on current assumptions and forecasts made by Merck KGaA, Darmstadt, Germany or Bio-Techne management. Statements that include
words such as “anticipate,” “expect,” “should,” “would,” “intend,” “plan,”
“project,” “seek,” “believe,” “will,” and other words of similar meaning in connection
with future events or future operating or financial performance are often used to identify forward-looking statements. All statements
in this communication, other than those relating to historical information or current conditions, are forward-looking statements. Actual
results could differ materially from those projected or forecasted in the forward-looking statements. Various known and unknown risks,
uncertainties and other factors could lead to material differences between the actual future results, financial situation or development
and the estimates given here. These factors include the following: Merck KGaA, Darmstadt, Germany’s ability to successfully complete the proposed acquisition
of Bio-Techne or realize the anticipated benefits of the proposed transaction in the expected timeframes or at all; Merck KGaA, Darmstadt, Germany’s ability
to successfully integrate Bio-Techne’s operations into those of Merck KGaA, Darmstadt, Germany, given such integration may be more difficult, time-consuming
or costly than expected; the failure to obtain Bio-Techne’s shareholders’ approval of the proposed transaction; the failure
of any of the conditions to the proposed transaction to be satisfied; the possibility that competing offers or acquisition proposals for
Bio-Techne will be made; revenues following the proposed transaction may be lower than expected; operating costs, customer loss and business
disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers)
may be greater than expected following the proposed transaction; the retention of certain key employees at Bio-Techne; risks associated
with the disruption of management’s attention from ongoing business operations due to the proposed transaction; certain restrictions
during the pendency of the proposed transaction that may impact Bio-Techne’s or Merck KGaA, Darmstadt, Germany’s ability to pursue certain business
opportunities or strategic transactions; the risk that any announcements relating to the proposed transaction could have adverse effects
on the market price of Bio-Techne’s common stock, including if the proposed transaction is not consummated; the outcome of any legal
proceedings related to the proposed transaction; the impact of the proposed transaction on Bio-Techne’s credit rating; the parties’
ability to meet expectations regarding the timing and completion of the proposed transaction; delays in obtaining any approvals required
to complete the proposed transaction or an inability to obtain them on the terms proposed or on the anticipated schedule or regarding
accounting and tax treatments of the proposed transaction; the impact of indebtedness to be incurred by Merck KGaA, Darmstadt, Germany in connection with the proposed
transaction; the effects of the business combination of Bio-Techne and Merck KGaA, Darmstadt, Germany, including the combined company’s future financial
condition, operating results, strategy and plans; third parties may claim that Merck KGaA, Darmstadt, Germany’s or Bio-Techne’s products infringe their
intellectual property rights; fluctuations in non-U.S. currencies could result in transaction losses; acts of war and terrorism may adversely
affect Merck KGaA, Darmstadt, Germany’s or Bio-Techne’s business; the volatility of the international marketplace; and other factors discussed in Merck KGaA, Darmstadt, Germany’s
public reports which are available on Merck KGaA, Darmstadt, Germany’s website at https://www.emdgroup.com/en or in Bio-Techne’s Annual Report on Form
10-K filed with the U.S. Securities and Exchange Commission (the “ SEC ”) for the fiscal year ended June 30, 2025
and Bio-Techne’s other filings with the SEC, which are available at http://www.sec.gov and on Bio-Techne’s
website at https://www.bio-techne.com/. Except as otherwise required by law, neither Merck KGaA, Darmstadt, Germany nor Bio-Techne assumes any liability whatsoever
to update these forward-looking statements or to conform them to future events or developments. Readers are cautioned not to place undue
reliance on these forward-looking statements that speak only as of the date hereof.

 

 

 

Additional Important Information and Where to Find It

 

This communication relates to the
proposed transaction involving Bio-Techne and Merck KGaA, Darmstadt, Germany. In connection with the proposed transaction, Bio-Techne intends to file relevant
materials with the SEC, including a proxy statement on Schedule 14A (the “ Proxy Statement ”). This communication
does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval,
and is not a substitute for the Proxy Statement or any other document that Bio-Techne files with the SEC or sends to Bio-Techne’s
shareholders in connection with the proposed transaction. SHAREHOLDERS OF BIO-TECHNE ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH
THE SEC, INCLUDING ALL PROXY MATERIALS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website,
http://www.sec.gov, or on Bio-Techne’s website at https://www.bio-techne.com/.

 

Participants in Solicitation

 

Bio-Techne and its directors and
executive officers, and Merck KGaA, Darmstadt, Germany and certain of its executive officers, may be deemed to be participants in the solicitation of proxies from
the holders of Bio-Techne common stock in respect of the proposed transaction. Information about the directors and executive officers
of Bio-Techne is set forth (i) in Bio-Techne’s proxy statement for its 2025 annual meeting of shareholders, which was filed with
the SEC on September 19, 2025, which is available here ,
including under the headings “Proposal 2: Election of Directors,” “Corporate Governance,” “Director Compensation,”
“Executive Compensation” and “Share Information”, and (ii) under Item 5.02, “Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” in the Current
Report on Form 8-K filed by Bio-Techne with the SEC on February 11, 2026 (which is available here ).
To the extent holdings of Bio-Techne’s securities by its directors or executive officers have changed since the amounts set forth
in such documents, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of
Beneficial Ownership on Form 4 filed with the SEC that are or will be available at the SEC’s website, http://www.sec.gov.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the
proposed transaction when they become available.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.
 
Description

 
 
 

99.1 *
 
Joint Press Release, dated June 25, 2026.

 
 
 

104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

* Furnished, not filed.  

 

 

SIGNATURES

 

Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

 

 

 
 
 
BIO-TECHNE CORPORATION

 
 
 
(Registrant)

 
 
 
 

Date: June 25, 2026
 
By:
/s/ Shane V. Bohnen

 
 
 

Name: Shane V. Bohnen

Title: Senior Vice President,

General Counsel and Secretary