Bio-Techne Faces Merger Lawsuit and Voluntarily Supplements Proxy Disclosures

Bio-Techne Corporation (TECH) is facing litigation and shareholder demands related to its pending merger with Merck KGaA, Darmstadt, Germany. The company has voluntarily supplemented certain disclosures in its definitive proxy statement ahead of a scheduled special shareholder meeting.

The lawsuit, Robert Garfield v. Baumgartner et al., was filed in the District Court for the Fourth Judicial District of the State of Minnesota on September 9, 2026, by a purported Bio-Techne shareholder. The suit alleges claims under Minnesota statutory and common law, contending that the proxy statement misrepresented or omitted material information.

Bio-Techne stated that while the outcome of the lawsuit and demand letters cannot be predicted, it believes the allegations are without merit and that its proxy disclosures comply fully with applicable law.

The company also disclosed additional detail on the background of the merger discussions. According to the filing, members of Bio-Techne's senior management received expressions of interest and held preliminary discussions regarding a potential acquisition, including from Merck KGaA (referred to as 'Parent') and two other strategic parties, identified as 'Party A' and 'Party B.'

The supplemental disclosures also include additional information regarding Goldman Sachs' financial analyses. Goldman Sachs derived a range of illustrative present values per share of Bio-Techne common stock ranging from $58 to $72 based on certain assumptions.