Repligen Corporation (RGEN) announced that it has entered into a definitive merger agreement to acquire BioLife Solutions, Inc. in a cash-and-stock transaction. The agreement was signed on July 21, 2026, by Repligen, BioLife, and two Repligen wholly owned acquisition subsidiaries: Bravo Merger Sub I, Inc. and Bravo Merger Sub II, LLC. Both companies’ boards of directors have approved the transaction. Under the merger terms, each outstanding share of BioLife common stock will be converted into the right to receive $11.25 in cash, without interest, plus 0.1442 shares of Repligen common stock. The stock portion is described as validly issued, fully paid and nonassessable Repligen common stock. BioLife stockholders will receive cash instead of any fractional Repligen shares. Shares held in BioLife treasury or owned by Repligen or its merger subsidiaries, as well as shares for which appraisal rights are properly exercised and not withdrawn under Delaware law, are excluded from the standard merger consideration. The transaction is structured as a two-step merger. First, Bravo Merger Sub I will merge with and into BioLife, with BioLife surviving as a direct, wholly owned subsidiary of Repligen. Immediately afterward, BioLife will merge with and into Bravo Merger Sub II, with Bravo Merger Sub II surviving as a direct, wholly owned subsidiary of Repligen. If completed, BioLife will no longer remain an independent public company. The agreement also accelerates BioLife equity awards immediately before the first merger becomes effective. Outstanding BioLife stock options, whether vested or unvested, will fully vest and be canceled in exchange for BioLife shares equal to the net value of the options after taking into account the aggregate exercise price and applicable withholding taxes. Time-based BioLife restricted stock units will fully vest and be settled in BioLife shares, net of tax withholding. Performance-based restricted stock units will also fully vest and be settled based on the greater of target or actual performance, measured as of the latest practicable date before the merger effective time, net of withholding. Unvested BioLife restricted stock awards will fully vest and be released to holders, also net of withholding. The BioLife shares issued or released in settlement of these awards will then be converted into the same merger consideration payable to other BioLife common stockholders. Completion of the acquisition is subject to several closing conditions. These include approval of the merger agreement by holders of a majority of outstanding BioLife shares entitled to vote, the absence of legal restraints blocking the deal, Nasdaq approval for listing the Repligen shares to be issued, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and receipt of required antitrust approvals in specified jurisdictions. Repligen must also have a Form S-4 registration statement declared effective, which will include BioLife’s proxy statement and Repligen’s prospectus for the transaction. The companies said they expect the mergers to close in the fourth quarter of 2026, assuming the conditions are satisfied. The merger agreement includes customary covenants requiring both companies to use reasonable efforts to conduct their businesses in the ordinary course and preserve their business organizations and material assets before closing. BioLife is restricted from soliciting or encouraging competing acquisition proposals, though its board may change its recommendation or accept an unsolicited superior proposal if it determines that failing to do so would be inconsistent with its fiduciary duties. The agreement may be terminated under several circumstances, including if the transaction is not completed by 5:00 p.m. New York time on January 31, 2027. That outside date can be automatically extended by 180 days if antitrust approvals or antitrust-related legal restraints are the only unresolved conditions, or by 90 days if the SEC has not declared the Form S-4 effective by November 30, 2026. Repligen may terminate the agreement if BioLife’s board changes its recommendation before BioLife stockholder approval is obtained. Either party may terminate if BioLife stockholders do not approve the deal. BioLife may also terminate to enter into a definitive agreement for an unsolicited superior proposal before stockholder approval. In specified termination scenarios, BioLife may be required to pay Repligen a $59 million termination fee. These include termination following a BioLife board recommendation change, BioLife’s termination to pursue a superior proposal, or certain cases where BioLife stockholder approval is not obtained or the outside date is reached after a competing proposal has emerged and BioLife later enters into or completes a competing transaction within 12 months. In addition to the merger announcement, Repligen reported that it had announced preliminary financial results for the second quarter ended June 30, 2026, though the filing itself does not provide the financial figures in the main text. Repligen and BioLife also issued a joint press release on July 22, 2026, covering the merger agreement, a planned Repligen conference call and webcast, and related financial updates. Repligen management also distributed an employee FAQ and Chief Executive Officer Olivier Loeillot sent an email to employees notifying them of the merger agreement.