Bio-Techne issues supplemental merger disclosures amid shareholder lawsuit
Bio-Techne Corporation disclosed additional details regarding its pending merger with Merck KGaA on Monday, in response to a shareholder lawsuit and demand letters alleging inadequacies in its proxy statement. The company, valued at $11.33 billion, experienced a 42% increase in stock price over the past six months. A lawsuit filed on September 9 in the District Court for the Fourth Judicial District of Minnesota by Robert Garfield claims that the proxy statement contains misleading or missing material information, naming Bio-Techne, its directors, Merck KGaA, and the merger subsidiary as defendants.
The shareholder vote on the merger, scheduled for September 23, is also the subject of the lawsuit. Bio-Techne asserts that the allegations are without merit and that its disclosures align with legal requirements, but voluntarily provided supplemental information to mitigate litigation risks and ensure shareholders can vote as planned.
The supplemental disclosures include additional details about prior acquisition discussions, the company's relationship with Goldman Sachs, and updated financial metrics for merger analysis. Notably, Bio-Techne clarified there were no post-merger employment discussions between executives and potential partners before the merger agreement.
The merger, announced in June, would make Bio-Techne a wholly owned subsidiary of Merck KGaA, pending shareholder approval and other customary conditions. Bio-Techne's fourth-quarter fiscal 2026 results revealed $321.2 million in revenue, exceeding analyst estimates of $314.7 million, though non-GAAP earnings per share were slightly lower than the previous year.
The company awaits the completion of the acquisition by Merck KGaA, amid ongoing scrutiny from Benchmark, which maintained a Hold rating. The divestment of a business segment contributed to a 2% revenue growth decline, reflecting strategic adjustments. Investors remain attentive to the acquisition's progress, which may shape future developments.
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