{"url_path":"/sec/tech/8-k/2026-06-26/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 ****Financial Statements and Exhibits.**","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":1239,"has_tables":true,"body_markdown":"**Item 9.01.****Financial Statements and Exhibits.**\n\n** **\n\n(d) Exhibits\n\n \n\nExhibit No.\n \nDescription\n\n \n \n \n\n[2.1*](ex2-1.htm)\n \n[Agreement and Plan of Merger, dated as of June 25, 2026, by and among Bio-Techne Corporation, Merck KGaA, Darmstadt, Germany and EMD Holdings NewCo, Inc.](ex2-1.htm)\n\n \n \n \n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of\nRegulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request\nby the SEC; provided that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934,\nas amended, for any schedules or exhibits so furnished.\n\n \n\n   \n\n \n\n \n\n**Cautionary Statement Regarding Forward-Looking Statements**\n\n** **\n\nThis communication may contain forward-looking statements\nbased on current assumptions and forecasts made by Merck KGaA, Darmstadt, Germany or Company management. Statements that include words such as “anticipate,”\n“expect,” “should,” “would,” “intend,” “plan,” “project,” “seek,”\n“believe,” “will,” and other words of similar meaning in connection with future events or future operating or\nfinancial performance are often used to identify forward-looking statements. All statements in this communication, other than those relating\nto historical information or current conditions, are forward-looking statements. Actual results could differ materially from those projected\nor forecasted in the forward-looking statements. Various known and unknown risks, uncertainties and other factors could lead to material\ndifferences between the actual future results, financial situation or development and the estimates given here. These factors include\nthe following: Merck KGaA, Darmstadt, Germany’s ability to successfully complete the proposed acquisition of the Company or realize the anticipated benefits\nof the proposed transaction in the expected timeframes or at all; Merck KGaA, Darmstadt, Germany’s ability to successfully integrate the Company’s\noperations into those of Merck KGaA, Darmstadt, Germany, given such integration may be more difficult, time-consuming or costly than expected; the failure to\nobtain the Company’s shareholders’ approval of the proposed transaction; the failure of any of the conditions to the proposed\ntransaction to be satisfied; the possibility that competing offers or acquisition proposals for the Company will be made; revenues following\nthe proposed transaction may be lower than expected; operating costs, customer loss and business disruption (including, without limitation,\ndifficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the\nproposed transaction; the retention of certain key employees at the Company; risks associated with the disruption of management’s\nattention from ongoing business operations due to the proposed transaction; certain restrictions during the pendency of the proposed\ntransaction that may impact the Company’s or Merck KGaA, Darmstadt, Germany’s ability to pursue certain business opportunities or strategic transactions;\nthe risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s\ncommon stock, including if the proposed transaction is not consummated; the outcome of any legal proceedings related to the proposed\ntransaction; the impact of the proposed transaction on the Company’s credit rating; the parties’ ability to meet expectations\nregarding the timing and completion of the proposed transaction; delays in obtaining any approvals required to complete the proposed\ntransaction or an inability to obtain them on the terms proposed or on the anticipated schedule or regarding accounting and tax treatments\nof the proposed transaction; the impact of indebtedness to be incurred by Merck KGaA, Darmstadt, Germany in connection with the proposed transaction; the effects\nof the business combination of the Company and Merck KGaA, Darmstadt, Germany, including the combined company’s future financial condition, operating results,\nstrategy and plans; third parties may claim that Merck KGaA, Darmstadt, Germany’s or the Company’s products infringe their intellectual property\nrights; fluctuations in non-U.S. currencies could result in transaction losses; acts of war and terrorism may adversely affect Merck KGaA, Darmstadt, Germany’s\nor the Company’s business; the volatility of the international marketplace; and other factors discussed in Merck KGaA, Darmstadt, Germany’s public\nreports which are available on Merck KGaA, Darmstadt, Germany’s website at https://www.emdgroup.com/en\nor in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “**SEC**”)\nfor the fiscal year ended June 30, 2025 and the Company’s other filings with the SEC, which are available at http://www.sec.gov\nand on the Company’s website at https://www.bio-techne.com. Except\nas otherwise required by law, neither Merck KGaA, Darmstadt, Germany nor the Company assumes any liability whatsoever to update these forward-looking statements\nor to conform them to future events or developments. Readers are cautioned not to place undue reliance on these forward-looking statements\nthat speak only as of the date hereof.\n\n \n\n**Additional Important Information and Where to Find It**\n\n** **\n\nThis communication relates to the proposed transaction\ninvolving the Company and Merck KGaA, Darmstadt, Germany. In connection with the proposed transaction, the Company intends to file relevant materials with the\nSEC, including a proxy statement on Schedule 14A (the “**Proxy Statement**”). This communication does not constitute\nan 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\nfor the Proxy Statement or any other document that the Company files with the SEC or sends to the Company’s shareholders in connection\nwith the proposed transaction. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ALL\nPROXY MATERIALS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors\nand security holders will be able to obtain the documents (when available) free of charge at the SEC’s website, http://www.sec.gov,\nor on the Company’s website at https://www.bio-techne.com.\n\n** **\n\n**Participants in Solicitation**\n\n** **\n\nThe Company and its directors and executive officers,\nand 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 Company common stock in respect of the proposed transaction. Information about the directors and executive officers of the Company\nis set forth (i) in the Company’s proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on\nSeptember 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\nCertain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” in the\nCurrent Report on Form 8-K filed by the Company with the SEC on February 11, 2026 (which is available [here](http://www.sec.gov/ix?doc=/Archives/edgar/data/842023/000110465926013412/tech-20260209x8k.htm)).\nTo the extent holdings of the Company’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\nof Beneficial 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.\n\n \n\n \n\n   \n\n \n\n** **\n\n**SIGNATURES**\n\n** **\n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\n \n\n \n \n \n**BIO-TECHNE CORPORATION**\n\n \n \n \n(Registrant)\n\n \n \n \n \n\nDate: June 25, 2026\n \nBy:\n*/s/ Shane V. Bohnen*\n\n \n \n \n\nName: Shane V. Bohnen\n\nTitle: Senior Vice President,\n\nGeneral Counsel and Secretary"}