{"url_path":"/sec/tech/8-k/2026-06-25/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/842023/0001999371-26-013429-index.html","accession_number":"0001999371-26-013429","cik":"0000842023","ticker":"TECH","issuer_name":"BIO-TECHNE Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/842023/0001999371-26-013429-index.html","primary_entity_key":"0000842023","primary_entity_name":"BIO-TECHNE Corp"},"word_count":1238,"has_tables":true,"body_markdown":"**Item 7.01.**\n**Regulation FD Disclosure.**\n\n** **\n\nOn June 25, 2026, Bio-Techne\nCorporation, a Minnesota corporation (“**Bio-Techne**”), and Merck KGaA, Darmstadt, Germany, a German\ncorporation with general partners, issued a joint press release announcing the execution of an Agreement and Plan of Merger, by and\namong Bio-Techne, Merck KGaA, Darmstadt, Germany and EMD Holdings NewCo, Inc., a Minnesota corporation and a wholly-owned\nsubsidiary of Merck KGaA, Darmstadt, Germany. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form\n8-K and is incorporated herein by reference.\n\n \n\nThe information contained in Item\n7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section\n18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained\nin 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,\nwhether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated\nby specific reference to such filing.\n\n \n\n**Cautionary Statement Regarding Forward-Looking Statements**\n\n** **\n\nThis communication may contain\nforward-looking statements based on current assumptions and forecasts made by Merck KGaA, Darmstadt, Germany or Bio-Techne management. Statements that include\nwords such as “anticipate,” “expect,” “should,” “would,” “intend,” “plan,”\n“project,” “seek,” “believe,” “will,” and other words of similar meaning in connection\nwith future events or future operating or financial performance are often used to identify forward-looking statements. All statements\nin this communication, other than those relating to historical information or current conditions, are forward-looking statements. Actual\nresults could differ materially from those projected or forecasted in the forward-looking statements. Various known and unknown risks,\nuncertainties and other factors could lead to material differences between the actual future results, financial situation or development\nand the estimates given here. These factors include the following: Merck KGaA, Darmstadt, Germany’s ability to successfully complete the proposed acquisition\nof Bio-Techne or realize the anticipated benefits of the proposed transaction in the expected timeframes or at all; Merck KGaA, Darmstadt, Germany’s ability\nto successfully integrate Bio-Techne’s operations into those of Merck KGaA, Darmstadt, Germany, given such integration may be more difficult, time-consuming\nor costly than expected; the failure to obtain Bio-Techne’s shareholders’ approval of the proposed transaction; the failure\nof any of the conditions to the proposed transaction to be satisfied; the possibility that competing offers or acquisition proposals for\nBio-Techne will be made; revenues following the proposed transaction may be lower than expected; operating costs, customer loss and business\ndisruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers)\nmay be greater than expected following the proposed transaction; the retention of certain key employees at Bio-Techne; risks associated\nwith the disruption of management’s attention from ongoing business operations due to the proposed transaction; certain restrictions\nduring the pendency of the proposed transaction that may impact Bio-Techne’s or Merck KGaA, Darmstadt, Germany’s ability to pursue certain business\nopportunities or strategic transactions; the risk that any announcements relating to the proposed transaction could have adverse effects\non the market price of Bio-Techne’s common stock, including if the proposed transaction is not consummated; the outcome of any legal\nproceedings related to the proposed transaction; the impact of the proposed transaction on Bio-Techne’s credit rating; the parties’\nability to meet expectations regarding the timing and completion of the proposed transaction; delays in obtaining any approvals required\nto complete the proposed transaction or an inability to obtain them on the terms proposed or on the anticipated schedule or regarding\naccounting and tax treatments of the proposed transaction; the impact of indebtedness to be incurred by Merck KGaA, Darmstadt, Germany in connection with the proposed\ntransaction; the effects of the business combination of Bio-Techne and Merck KGaA, Darmstadt, Germany, including the combined company’s future financial\ncondition, operating results, strategy and plans; third parties may claim that Merck KGaA, Darmstadt, Germany’s or Bio-Techne’s products infringe their\nintellectual property rights; fluctuations in non-U.S. currencies could result in transaction losses; acts of war and terrorism may adversely\naffect 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\npublic 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\n10-K filed with the U.S. Securities and Exchange Commission (the “**SEC**”) for the fiscal year ended June 30, 2025\nand Bio-Techne’s other filings with the SEC, which are available at http://www.sec.gov and on Bio-Techne’s\nwebsite at https://www.bio-techne.com/. Except as otherwise required by law, neither Merck KGaA, Darmstadt, Germany nor Bio-Techne assumes any liability whatsoever\nto update these forward-looking statements or to conform them to future events or developments. Readers are cautioned not to place undue\nreliance on these forward-looking statements that speak only as of the date hereof.\n\n \n\n \n\n \n\n**Additional Important Information and Where to Find It**\n\n \n\nThis communication relates to the\nproposed transaction involving Bio-Techne and Merck KGaA, Darmstadt, Germany. In connection with the proposed transaction, Bio-Techne intends to file relevant\nmaterials with the SEC, including a proxy statement on Schedule 14A (the “**Proxy Statement**”). This communication\ndoes not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval,\nand 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\nshareholders in connection with the proposed transaction. SHAREHOLDERS OF BIO-TECHNE ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH\nTHE SEC, INCLUDING ALL PROXY MATERIALS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED\nTRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website,\nhttp://www.sec.gov, or on Bio-Techne’s website at https://www.bio-techne.com/.\n\n \n\n**Participants in Solicitation**\n\n \n\nBio-Techne and its directors and\nexecutive officers, and Merck KGaA, Darmstadt, Germany and certain of its executive officers, may be deemed to be participants in the solicitation of proxies from\nthe holders of Bio-Techne common stock in respect of the proposed transaction. Information about the directors and executive officers\nof Bio-Techne is set forth (i) in Bio-Techne’s proxy statement for its 2025 annual meeting of shareholders, which was filed with\nthe SEC on September 19, 2025, which is available [here](https://www.sec.gov/ix?doc=/Archives/edgar/data/842023/000130817925000599/tech014339-def14a.htm),\nincluding under the headings “Proposal 2: Election of Directors,” “Corporate Governance,” “Director Compensation,”\n“Executive Compensation” and “Share Information”, and (ii) under Item 5.02, “Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” in the Current\nReport on Form 8-K filed by Bio-Techne with the SEC on February 11, 2026 (which is available [here](https://www.sec.gov/ix?doc=/Archives/edgar/data/842023/000110465926013412/tech-20260209x8k.htm)).\nTo the extent holdings of Bio-Techne’s securities by its directors or executive officers have changed since the amounts set forth\nin such documents, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of\nBeneficial Ownership on Form 4 filed with the SEC that are or will be available at the SEC’s website, http://www.sec.gov.\nOther information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security\nholdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the\nproposed transaction when they become available."}