Ademi LLP Probes Merck KGaA's $11.3 Billion Deal for Bio-Techne

Law firm Ademi LLP is investigating Bio-Techne Corporation's proposed $11.3 billion sale to Merck KGaA for $73.00 per share in cash, announced on June 25, 2026.

The investigation focuses on whether the board of directors breached fiduciary duties or violated federal securities laws by failing to secure the best possible price for shareholders.

Ademi LLP is joined by other firms, including Halper Sadeh LLC, Monteverde & Associates PC, and Kahn Swick & Foti, LLC, in scrutinizing the transaction's fairness and the process leading to the agreement.

The merger agreement contains a termination fee of $230,455,000 for Bio-Techne if it accepts a superior proposal or fails to close due to a competing bid. Conversely, Merck KGaA owes a reverse termination fee of $576,140,000 in two scenarios: if the merger does not occur by the outside date despite all closing conditions being satisfied or waived, or if there is a final, non-appealable order from a governmental entity permanently enjoining the merger due to antitrust laws.

The investigating firms have raised concerns that Bio-Techne insiders may receive substantial benefits as part of change of control arrangements, while ordinary shareholders may not be treated equally.