Bio-techne Corp

1. 1

   Merger Agreement Proposal

   ManagementBoard: FOR

   Approve and adopt the Agreement and Plan of Merger with Merck KGaA and EMD Holdings NewCo, Inc., including the plan of merger under the Minnesota Business Corporation Act, pursuant to which Bio-Techne shareholders would receive $73.00 per share in cash and Bio-Techne would become a wholly owned subsidiary of Merck KGaA.

   More detail

   Proposal 1 asks shareholders to approve and adopt the merger agreement among Bio-Techne, Merck KGaA and Merger Sub, including the statutory plan of merger under Minnesota law. If completed, Merger Sub will merge into Bio-Techne, Bio-Techne will survive as a wholly owned subsidiary of Merck KGaA, and each eligible Bio-Techne share will be converted into the right to receive $73.00 in cash without interest. Approval requires the affirmative vote of holders of a majority of the voting power of all outstanding shares entitled to vote, so abstentions and failures to vote have the effect of opposing the proposal. The Board’s recommendation followed negotiations in which Merck increased its proposal from $67.00 to $73.00 per share after Bio-Techne conducted confidential outreach to other potential strategic bidders. The Board viewed the consideration as providing a substantial premium, immediate liquidity and greater value certainty than remaining an independent public company subject to operating, industry, funding and execution risks. Goldman Sachs delivered a fairness opinion that the $73.00 cash consideration was fair from a financial point of view to unaffiliated Bio-Techne shareholders. The Board also considered the absence of a financing condition, Merck’s financial resources, the Parent termination fee, dissenters’ rights and the ability to respond to certain superior proposals. Countervailing considerations included the lack of a broad auction, restrictions on soliciting competing bids, transaction expenses, possible regulatory delay, loss of future participation in Bio-Techne’s upside and the possibility that the Merger might not close. After weighing these factors, the Board unanimously concluded that the transaction maximized shareholder value and recommends voting FOR approval and adoption.

2. 2

   Non-Binding Compensation Advisory Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Bio-Techne’s named executive officers in connection with or otherwise related to the Merger, as disclosed under the golden parachute compensation provisions of the proxy statement.

   More detail

   Proposal 2 asks shareholders to approve, on a non-binding advisory basis, merger-related compensation payable to Bio-Techne’s named executive officers. The covered payments are disclosed under Item 402(t) of Regulation S-K and include cash severance, converted or accelerated equity awards, continued benefits, tax reimbursement or gross-up amounts, retention bonuses and pro rata annual bonuses. The proposal is separate from the Merger Agreement vote and is not a condition to closing. If the Merger is approved and completed, the disclosed compensation may become payable even if shareholders reject this advisory proposal. The compensation reflects both single-trigger and double-trigger arrangements, with certain benefits conditioned on closing or continued employment and others triggered by a qualifying termination. The proxy estimates substantial amounts for the named executive officers, including significant equity-related values and estimated Section 4999 tax gross-ups for certain executives. Management argues that the payments are consistent with a comprehensive compensation program designed to retain key personnel, reward performance, align executives with shareholder interests and remain competitive. The Board recommends approval notwithstanding the non-binding nature of the vote. The principal governance issue for shareholders is whether the transaction-related benefits appropriately support retention and executive alignment or instead create incentives that differ from those of unaffiliated shareholders.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize adjournment of the Special Meeting to a later date or time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal.

   More detail

   Proposal 3 asks shareholders to authorize adjournment of the Special Meeting to a later date or time if necessary or appropriate. The stated principal purpose is to allow Bio-Techne to solicit additional proxies in favor of the Merger Agreement if the votes available at the meeting are insufficient for approval. Approval requires the affirmative vote of the greater of a majority of the voting power present and entitled to vote on the proposal or a majority of the voting power of the minimum shares constituting a quorum. Abstentions count against the proposal, while failures to vote generally have no effect if the shares are not otherwise represented. The chair may also adjourn the meeting whether or not a quorum is present, subject to the applicable meeting and merger agreement provisions. The Merger Agreement permits Bio-Techne, and in specified circumstances requires it at Merck’s request, to adjourn, recess or postpone the meeting to address quorum or voting deficiencies, provide supplemental disclosure or comply with law. Any postponement or adjournment is subject to limits, including generally no more than ten business days at a time without Merck’s consent and no later than the specified pre-Outside-Date deadline. Management is seeking this authority as a procedural mechanism to preserve the opportunity to obtain the shareholder approval required to complete the transaction. The proposal does not itself approve the Merger and does not alter the $73.00 per-share consideration or other transaction terms. The Board recommends voting FOR because additional solicitation time could be important if the Merger Agreement Proposal is otherwise short of the required vote.

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When is the Bio-techne Corp 2026 special meeting?

Bio-techne Corp (TECH) holds its 2026 special shareholder meeting on Wednesday, September 23, 2026.

What is the record date for the Bio-techne Corp 2026 meeting?

The record date for the Bio-techne Corp 2026 meeting is Tuesday, August 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Bio-techne Corp's 2026 meeting?

The board is presenting 8 director nominees at the Bio-techne Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Bio-techne Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Bio-techne Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.