{"url_path":"/sec/tech/8-k/2026-06-26/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/842023/0001999371-26-013527-index.html","accession_number":"0001999371-26-013527","cik":"0000842023","ticker":"TECH","issuer_name":"BIO-TECHNE Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/842023/0001999371-26-013527-index.html","primary_entity_key":"0000842023","primary_entity_name":"BIO-TECHNE Corp"},"word_count":3227,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry into a Material Definitive Agreement.**\n\n** **\n\nOn June 25, 2026, Bio-Techne Corporation, a Minnesota\ncorporation (the “**Company**”), entered into an Agreement and Plan of Merger (the “**Merger Agreement**”)\nwith Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“**Parent**”), and EMD Holdings\nNewCo, Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“**Merger Sub**”). The Merger Agreement\nprovides that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the\n“**Merger**”), with the Company surviving as a wholly-owned subsidiary of Parent.\n\n \n\nThe Company’s board of directors (the “**Board**”)\nhas (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement (the “**Transactions**”),\nincluding the Merger, are advisable and in the best interests of the Company and its shareholders, (ii) approved and declared advisable\nthe execution, delivery and performance of the Merger Agreement and, subject to receiving Company Shareholder Approval (as defined below),\nthe consummation by the Company of the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the\nMerger Agreement, (iii) directed that the Merger Agreement be submitted to the shareholders of the Company to be approved and adopted\nand (iv) upon the terms and subject to the conditions of the Merger Agreement, resolved to recommend approval and adoption of the Merger\nAgreement by the shareholders of the Company.\n\n \n\n*Merger Consideration*\n\n \n\nAt the effective time of the Merger (the “**Effective\nTime**”), each share of the Company’s common stock (each, a “**Share**”) (other than Company Restricted\nStock (as defined below)) issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined in the\nMerger Agreement)) will automatically be converted into the right to receive $73.00 in cash (the “**Merger Consideration**”),\nwithout any interest thereon and less any required tax withholdings and all of such Shares will cease to be outstanding and cease to exist.\n\n \n\n*Treatment of Company Equity Awards, Equity Plan and Company Stock Purchase\nPlan*\n\n \n\nEach option to purchase Shares (other than any option\ngranted under the Company Stock Purchase Plan (as defined below)) (each, a “**Company Option**”) that is outstanding\nand vested as of immediately prior to the Effective Time will automatically, as of the Effective Time, be canceled and, in exchange therefor,\neach holder of any such canceled vested Company Option will be entitled to receive a payment in cash of an amount equal to the product\nof (i) the number of Shares subject to such canceled vested Company Option immediately prior to the Effective Time, multiplied by\n(ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to such canceled vested Company\nOption (without interest and less any required tax withholdings).\n\n \n\nEach Company Option (or portion thereof) that is unvested\nas of immediately prior to the Effective Time will automatically, as of the Effective Time, cease to represent an option to purchase Shares\nand will be converted into a fixed cash-based award in respect of an amount in cash equal to the product\n(rounded down to the nearest whole cent) of (i) the number of Shares subject to such canceled unvested Company Option immediately prior\nto the Effective Time (which, for purposes of determining the number of Company Options with respect to any unvested Company Option subject\nto performance-based vesting requirements with a performance period that has not been completed as of immediately prior to the Effective\nTime, any applicable performance-based conditions will be deemed to have been achieved at target performance), multiplied by (ii)\nthe excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share (without interest and less any required tax\nwithholdings). Such fixed cash-based award will be subject to the same vesting terms (including any acceleration of vesting) and will,\nsubject to certain limited exceptions, continue to be governed by the same terms and conditions (including service-based vesting terms)\nas were applicable to the corresponding unvested Company Option immediately prior to the Effective Time.\n\n \n\nAny Company Option (whether vested or unvested) with\nan exercise price per Share that is equal to or greater than the Merger Consideration will be canceled in exchange for no consideration.\n\n \n\nEach award of restricted stock units with respect\nto Shares that is solely subject to time-based vesting requirements (each, an “**RSU Award**”) and each award\nof restricted stock units that is subject to performance-based vesting requirements (each, a “**PSU Award**”)\nthat is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, as of the\nEffective Time, cease to represent an RSU Award or PSU Award, as applicable, and will be converted into a fixed cash-based award in\nrespect of an amount in cash equal to the product (rounded to the nearest whole cent) of (A) the number of restricted stock units\nsubject to such canceled RSU Award or PSU Award, as applicable (which, for purposes of determining the number of restricted stock\nunits with respect to any portion of a PSU Award with a performance period that has not been completed as of immediately prior to\nthe Effective Time, any applicable performance-based conditions will be deemed to have been achieved at maximum performance), multiplied\nby (B) the Merger Consideration (without interest and less any required tax withholdings). Such fixed cash-based award will,\nsubject to certain limited exceptions, continue to be governed by the same terms and conditions (including service-based and\naccelerated vesting terms) as were applicable to the corresponding RSU Award or PSU Award, as applicable, immediately prior to the\nEffective Time, except the fixed cash-based award will be subject to service-based vesting\nonly.\n\n \n\n   \n\n \n\n \n\nEach award of Shares that is subject to vesting\nrestrictions (the “**Company Restricted Stock**”) that is outstanding as of immediately prior to the Effective\nTime will, as of the Effective Time, cease to represent a restricted stock award denominated in Shares and will be converted into a\nfixed cash-based award in respect of an amount in cash equal to the product (rounded down to the nearest whole cent) of (i) the\nnumber of Shares subject to such canceled award of Company Restricted Stock (which, for purposes of determining the number of shares\nof Company Restricted Stock with respect to any portion of an award of Company Restricted Stock with a performance period that has\nnot been completed as of immediately prior to the Effective Time, any applicable performance-based conditions will be deemed to have\nbeen achieved at target performance), multiplied by (ii) the Merger Consideration\n(without interest and less any required tax withholdings). Such fixed cash-based award will, subject to certain limited exceptions,\ncontinue to be governed by the same terms and conditions (including service-based vesting terms, including acceleration of vesting)\nas were applicable to the corresponding award of Company Restricted Stock immediately prior to the Effective Time.\n\n \n\nPrior to the Effective Time, the Company will terminate\nits equity incentive plan.\n\n \n\nWith respect to the Company’s employee stock\npurchase plan (the “**Company Stock Purchase Plan**”), (i) no further Phase (as defined in the Company Stock Purchase\nPlan) will commence pursuant to the Company Stock Purchase Plan after the date of the Merger Agreement, (ii) participants are prohibited\nfrom increasing deductions under the Company Stock Purchase Plan or otherwise making separate non-payroll contributions to the Company\nStock Purchase Plan, in each case, after the date of the Merger Agreement and (iii) no new participants are permitted to begin participation\nafter the date of the Merger Agreement. No later than immediately prior to and effective as of the Effective Time, the Company will terminate\nthe Company Stock Purchase Plan.\n\n \n\n*Closing Conditions*\n\n \n\nEach party’s obligation to consummate the Merger\nis subject to customary closing conditions, including, without limitation: (i) the approval of the Merger Agreement (including the “plan\nof merger” for purposes of the Minnesota Business Corporation Act) by the affirmative vote of the holders of a majority of the voting\npower of all of the Shares outstanding and entitled to vote thereon at the meeting of the Company’s shareholders held for the purpose\nof voting upon the approval of the Merger Agreement (the “**Company Shareholder Approval**” and such meeting, the\n“**Company Shareholder Meeting**”); (ii) the expiration or termination of the required waiting period under the\nHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all other scheduled antitrust or investment screening law approvals\nhaving been obtained (or the applicable waiting periods having expired or terminated) (which list of scheduled antitrust approvals may\nbe supplemented by Parent as provided in the Merger Agreement) (such approvals in this clause (ii), collectively, the “**Required\nApprovals**”); (iii) no governmental entity of competent jurisdiction having issued or entered any order, injunction or decree\nor enacted, enforced, issued, promulgated, entered or adopted any law, in each case, that is continuing in effect and that prohibits,\nenjoins or otherwise prevents the consummation of the Merger; (iv) accuracy of the other party’s representations and warranties,\nsubject to certain customary materiality or de minimis standards set forth in the Merger Agreement; and (v) the other party’s compliance\nwith its obligations and covenants required under the Merger Agreement, subject to certain materiality standards.\n\n \n\nParent’s and Merger Sub’s obligation to\neffect the Merger is also subject to the condition that the Required Approvals will not, individually or in the aggregate, contain a Burdensome\nCondition (as defined in the Merger Agreement).\n\n  \n\n*Representations, Warranties and Covenants*\n\n** **\n\nThe Merger Agreement contains customary representations,\nwarranties and covenants of the Company, Parent and Merger Sub. From the date of the Merger Agreement until the earlier of the Effective\nTime and the termination of the Merger Agreement in accordance with its terms, the Company is required to, and is required to cause each\nof its subsidiaries to, (i) use commercially reasonable efforts to conduct its operations in all material respects in the ordinary course\nof business and to maintain its existing relations and goodwill with governmental entities, customers, suppliers, distributors, creditors,\nlessors and employees and (ii) refrain from taking certain specified actions without Parent’s consent. Under the Merger Agreement,\nParent has agreed (and will cause Merger Sub and each of its and their applicable affiliates) to, and the Company has agreed to, use their\nrespective reasonable best efforts to consummate the Transactions and cause the closing conditions to be satisfied as promptly as reasonably\npracticable after the date of the Merger Agreement and in any event, prior to the Outside Date (as defined below).\n\n \n\n   \n\n \n\n \n\n*Non-Solicitation; Change of Company Recommendation*\n\n** **\n\nFrom the date of the Merger Agreement until the earlier\nof the Effective Time and termination of the Merger Agreement in accordance with its terms, the Company is subject to customary “no-shop”\nrestrictions requiring, among other things, the Company not to, among other things, (i) solicit, initiate or knowingly encourage the making\nor submission of any proposal, offer or indication of intent that constitutes, or would reasonably be expected to lead to or result in,\na Competing Proposal (as defined in the Merger Agreement), (ii) knowingly furnish any non-public information regarding the Company or\nits subsidiaries to any third person in connection with or in response to a Competing Proposal or any proposal, offer or indication of\nintent that would reasonably be expected to lead to or result in, a Competing Proposal or (iii) participate in any discussions or negotiations\nwith any third person with respect to any Competing Proposal or any proposal, offer or indication of intent that would reasonably be expected\nto lead to or result in, a Competing Proposal made by such third person. The Company may, however, prior to the earlier of obtaining the\nCompany Shareholder Approval and termination of the Merger Agreement, furnish information (including non-public information) to, afford\nother access to, and participate and engage in discussions or negotiations with, a third party that has made a *bona fide* written\nCompeting Proposal that did not result from a material breach of the non-solicitation provisions of the Company’s “no-shop”\nrestrictions and that the Board (or a committee thereof) determines in good faith (after consultation with the Company’s outside\nfinancial advisor(s) and outside legal counsel) either constitutes a Superior Proposal (as defined in the Merger Agreement) or could reasonably\nbe expected to lead to a Superior Proposal and the failure to take such action would reasonably be expected to be inconsistent with the\ndirectors’ fiduciary duties under applicable law.\n\n \n\nAt any time prior to obtaining the Company Shareholder\nApproval, the Board (or any committee thereof) may, in certain circumstances, make a Change of Company Recommendation (as defined in the\nMerger Agreement) and/or terminate the Merger Agreement to enter into a Superior Proposal, subject to complying with specified notice\nrequirements to Parent and other conditions set forth in the Merger Agreement, including paying the Company Termination Fee (as defined\nbelow) to Parent in specified circumstances, as described below.\n\n \n\n*Termination*\n\n* *\n\nThe Merger Agreement also provides for certain customary\ntermination rights for both the Company and Parent, including the right of the Company to terminate the Merger Agreement prior to the\nCompany obtaining the Company Shareholder Approval to accept a Superior Proposal, subject to certain conditions and obligations, including\nthe payment of the Company Termination Fee.\n\n \n\nIn addition, and subject to certain limitations,\nthe Merger Agreement can be terminated by either Parent or the Company if (i) the Merger is not consummated on or before March 25,\n2027 (the “**Outside Date**”, which Outside Date will be automatically extended for two successive three-month\nperiods (to June 25, 2027 and then to September 25, 2027) if all of the closing conditions have been satisfied or waived (or are\ncapable of being satisfied at such time) other than the conditions that relate to antitrust or investment screening law approvals or Burdensome Conditions),\n(ii) any governmental entity in any jurisdiction in which Parent or the Company has material business operations issues an order,\ninjunction or decree permanently enjoining or otherwise permanently prohibiting the Merger, and such order, injunction or decree\nbecomes final and non-appealable or (iii) the Company Shareholder Approval is not obtained following a vote of the shareholders of\nthe Company taken thereon.\n\n \n\nParent also has the right to terminate the Merger Agreement\nat any time prior to the Company obtaining the Company Shareholder Approval if the Board effects a Change of Company Recommendation.\n\n \n\nParent and the Company also may terminate the Merger\nAgreement by mutual written consent.\n\n  \n\n*Termination Fees*\n\n \n\nThe Company will be required to pay to Parent a termination\nfee equal to $230,455,000 (the “**Company Termination Fee**”):\n\n \n\n·If (A) the Merger Agreement is validly terminated (i) by either\nParent or the Company for failure to obtain the Company Shareholder Approval or (ii) by either Parent or the Company for failure to consummate\nthe Merger by the Outside Date, (B) following the execution and delivery of the Merger Agreement and prior to the Company Shareholder\nMeeting, a *bona fide* Competing Proposal is delivered to the Board, or any person publicly announces an intention (whether or not\nconditional) to make a Competing Proposal, and such Competing Proposal has not been withdrawn without qualification (x) at least five\nbusiness days prior to such termination for failure to consummate the Merger by the Outside Date or (y) in the case of a termination\nfor failure to obtain the Company Shareholder Approval, at least three business days prior to the Company Shareholder Meeting; and (C)\nconcurrently with or within 12 months after the date of any such termination, the Company or any of its subsidiaries enters into a definitive\nagreement to effect a Competing Proposal with any person and such Competing Proposal is subsequently consummated (with references to\n20% and 80% in the definition of Competing Proposal being deemed references to 50% for purposes of this bullet point);\n\n \n\n·If the Merger Agreement is validly terminated by Parent, as\na result of the Board effecting a Change of Company Recommendation; or\n\n \n\n   \n\n \n\n \n\n·If the Merger Agreement is validly terminated by the Company,\nto enter into a definitive agreement providing for a Superior Proposal.\n\n \n\nFurther, Parent is required to pay to the Company a\ntermination fee equal to $576,140,000 (the “**Parent Termination Fee**”):\n\n \n\n·If the Merger Agreement is validly terminated by either the Company or\nParent if the Merger has not occurred by the Outside Date if all of the mutual closing conditions and all of the additional closing\nconditions to Parent’s obligation to close have been satisfied or waived (or are capable of being satisfied at such time) other than\nthe conditions that relate to the scheduled antitrust or investment screening law approvals; or\n\n \n\n·If\nthe Merger Agreement is validly terminated by either the Company or Parent due to any governmental entity in any jurisdiction in\nwhich Parent or the Company has material business operations issues an order, injunction or decree related to any antitrust law or\ninvestment screening law permanently enjoining or otherwise permanently prohibiting the Merger, and such order, injunction or decree\nbecomes final and non-appealable;\n\n \n\nprovided, that in the case of each bullet above, the Parent Termination\nFee will not be payable if a failure by the Company to perform any of its obligations contained in the Merger Agreement is the principal\ncause of or resulted in (i) the failure to consummate the Merger by the Outside Date or (ii) the order, injunction or decree giving rise\nto such termination, as applicable.\n\n \n\nThe foregoing description of the Merger Agreement,\nthe Merger and the other Transactions does not purport to be complete and is subject to, and qualified in its entirety by reference to,\nthe full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated\nherein by reference.\n\n \n\n*Other Matters*\n\n* *\n\nThe Merger Agreement and the above descriptions have\nbeen included to provide shareholders with information regarding the terms of the Merger Agreement and are not intended to provide any\nother factual information about the parties to the Merger Agreement or their respective subsidiaries or affiliates. The representations,\nwarranties, covenants and agreements contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific\ndates set forth therein, are solely for the benefit of the parties to the Merger Agreement and are subject to important qualifications\nand limitations agreed to by the parties in connection with negotiating the Merger Agreement. The subject matter of the representations\nand warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the\nCompany’s public disclosures. In addition, certain representations and warranties were used for the purpose of allocating risk between\nthe parties to the Merger Agreement, rather than establishing matters of fact. The representations and warranties may also be subject\nto a contractual standard of materiality different from what might be viewed as material to shareholders or the standards of materiality\ngenerally applicable to the Company and its reports and documents filed with the U.S. Securities and Exchange Commission (the “**SEC**”),\nand in some cases were qualified by confidential disclosures that were made by each party to the others, which disclosures are not reflected\nin the Merger Agreement. Except as and to the extent expressly provided in the Merger Agreement, shareholders are not third-party beneficiaries\nunder the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof,\nas characterizations of the actual state of facts or condition of any party to the Merger Agreement."}