Bio-Techne Corp. (TECH) agreed to be acquired by Merck KGaA, Darmstadt, Germany, in an all-cash merger valued at $73.00 per share for Bio-Techne common stock. The agreement, dated June 25, 2026, was signed among Bio-Techne, Merck KGaA as parent, and EMD Holdings NewCo, Inc., a Minnesota corporation and wholly owned Merck subsidiary. Under the structure, EMD Holdings NewCo will merge with and into Bio-Techne, with Bio-Techne surviving as a wholly owned subsidiary of Merck KGaA. Bio-Techne’s board of directors approved the merger agreement and determined that the transaction is advisable and in the best interests of the company and its shareholders. The board also directed that the merger agreement be submitted to shareholders for approval and resolved to recommend that shareholders vote in favor. The required shareholder approval is the affirmative vote of holders of a majority of the voting power of all outstanding Bio-Techne shares entitled to vote at the shareholder meeting. At the effective time of the merger, each outstanding share of Bio-Techne common stock, other than excluded shares and restricted stock treated separately under the agreement, will be converted into the right to receive $73.00 in cash, without interest and less any required tax withholding. After the conversion, the shares will cease to be outstanding. The agreement includes detailed treatment for Bio-Techne equity awards. Vested stock options will be canceled in exchange for cash equal to the number of shares underlying the option multiplied by the excess of $73.00 over the option exercise price. Unvested options will be converted into fixed cash-based awards based on the same intrinsic-value formula, with performance-based conditions deemed achieved at target performance where the performance period has not been completed. Those cash awards will generally remain subject to the same vesting terms, including service-based vesting and any applicable acceleration provisions. Options with exercise prices equal to or above $73.00 will be canceled for no consideration. Restricted stock units and performance stock units outstanding immediately before the merger will also be converted into fixed cash-based awards. Time-based RSUs will be valued at $73.00 per unit. PSUs with incomplete performance periods will be valued as if performance conditions were achieved at maximum performance, then multiplied by $73.00. These converted awards will generally remain subject to the same service-based and accelerated vesting terms, but will no longer be equity awards. Restricted stock awards will be converted into fixed cash-based awards at $73.00 per share, with incomplete performance-based conditions deemed achieved at target performance. Bio-Techne also agreed to terminate its equity incentive plan before the effective time. Bio-Techne’s employee stock purchase plan will be wound down as part of the transaction. No new offering “Phase” may begin after the merger agreement date, participants may not increase payroll deductions or make separate non-payroll contributions after that date, and no new participants may join. The plan will be terminated no later than immediately before the merger becomes effective. The merger is subject to customary closing conditions, including Bio-Techne shareholder approval, expiration or termination of the Hart-Scott-Rodino waiting period, receipt of other scheduled antitrust and investment screening approvals, absence of legal restraints blocking the transaction, accuracy of representations and warranties, and compliance with covenants. Merck and its merger subsidiary are not required to close if the required regulatory approvals include a “Burdensome Condition,” as defined in the merger agreement. The agreement contains customary operating covenants requiring Bio-Techne to conduct business in the ordinary course and preserve key relationships until closing or termination. It also includes “no-shop” restrictions limiting Bio-Techne’s ability to solicit or engage with competing proposals. However, before shareholder approval is obtained, Bio-Techne may provide information and negotiate with a third party that makes a bona fide written proposal the board determines could reasonably lead to, or constitutes, a superior proposal, subject to the agreement’s conditions. The board may change its recommendation or terminate the agreement to accept a superior proposal in certain circumstances. The merger agreement may be terminated if the transaction is not completed by March 25, 2027. That outside date can automatically extend twice by three months, first to June 25, 2027, and then to September 25, 2027, if the remaining unsatisfied conditions relate primarily to antitrust or investment screening approvals or related burdensome-condition issues. Either party may also terminate if a final, non-appealable governmental order permanently blocks the merger, or if Bio-Techne shareholders do not approve the deal. Merck may terminate before shareholder approval if Bio-Techne’s board changes its recommendation. The termination fee structure is significant. Bio-Techne would owe Merck a $230.455 million termination fee in specified circumstances, including if it terminates to enter into a superior proposal, if Merck terminates following a board recommendation change, or if a competing proposal leads to a qualifying alternative transaction within 12 months after certain terminations. Merck would owe Bio-Techne a $576.14 million termination fee if the deal fails under specified circumstances tied to antitrust or investment screening approvals or a final regulatory order blocking the transaction, unless Bio-Techne’s breach was the principal cause of the failure. Separately, Bio-Techne reported executive retention arrangements connected to the contemplated merger. On June 23, 2026, the compensation committee approved cash retention bonuses for the company’s current named executive officers, with the agreements becoming effective only upon execution of the merger agreement. The approved lump-sum cash awards are: Kim Kelderman, $2,120,976; Jim Hippel, $1,541,510; William Geist, $1,161,014; Shane Bohnen, $971,097; and Steve Crouse, $910,263. The bonuses are payable on the earlier of the merger effective time or termination of the merger agreement, provided the executive remains employed through that vesting date or, as the filing text states, experiences an earlier termination by the company or an applicable affiliate without cause. The filing reports corporate transaction and compensation actions under Form 8-K Items 1.01 and 5.02. It does not report insider stock purchases or sales, Form 4 transaction codes, or post-transaction insider ownership amounts.