Repligen Closes BioLife Deal: 0.1442 Shares Plus $11.25 Cash Per Share, And Every Director Is Gone
BioLife is now a Repligen subsidiary after a Monday stockholder vote, and plans to deregister from the SEC.
Repligen completed its purchase of BioLife on Tuesday, and each BioLife share converted into 0.1442 Repligen shares plus $11.25 in cash, according to an 8-K the Bothell, Washington company filed. Stockholders had approved the merger at a special meeting on Monday.
What the 8-K says
The cash is paid without interest, and holders received cash instead of any fractional Repligen shares. Shares held in treasury or by Repligen and its merger subsidiaries were excluded, as were shares whose holders properly pursued appraisal rights, which carry only the payment set by Delaware law.
The deal ran through two mergers on Tuesday. A Repligen subsidiary, Merger Sub 1, merged into BioLife. BioLife then merged into a second subsidiary, Merger Sub 2, which survives as a direct, wholly owned Repligen unit. The merger agreement is dated July 21, 2026.
The proxy statement was filed, and Repligen's Form S-4 registration declared effective, on September 4.
At Monday's special meeting, stockholders adopted the agreement with 40,910,337 votes for and 83,451 against, with 807 abstentions. Shares present or represented by proxy were 83.79% of the 48,923,333 record-date shares, enough for a quorum.
What it changes
Unvested equity vested in full. Options, time-based and performance-based restricted stock units, and restricted stock were all accelerated and settled in BioLife shares, net of exercise cost and tax withholding, then converted into the merger consideration. For performance awards, the filing assumes the greater of target or actual achievement.
The board is gone. Roderick de Greef, Cathy Coste, Amy DuRoss, Rachel Ellingson, Joydeep Goswami, Tony Hunt and Tim Moore all stopped serving. All five named executive officers resigned: de Greef, CFO Troy Wichterman, Aby J. Mathew, Todd Berard and Sean Warner. Merger Sub 1's directors and officers became BioLife's, and its charter and bylaws were amended and restated.
The filing says BioLife no longer meets Nasdaq listing requirements because it has ceased to exist as a separate legal entity. Holders now have only the right to the merger consideration.
BLFS rose 3.51% to close at $38.61 in Monday trading (market data). A T12 halt, which means Nasdaq wanted more information, began at 19:50 ET with no restart time given.
What to watch
BioLife said it intends to file Form 15 to deregister its stock and end its SEC reporting obligations as promptly as practicable. It asked Nasdaq to file Form 25 to delist the shares.
BioLife told Nasdaq on Tuesday that the mergers had closed, so the Form 25 delisting and the Form 15 filing are the remaining steps.
Sources
- 8-K Filing — BIOLIFE SOLUTIONS INC (BLFS) — SEC EDGAR
