Repligen Closes BioLife Deal: $11.25 In Cash And 0.1442 Repligen Shares For Each BioLife Share
BioLife has ceased to exist as a separate legal entity and asked Nasdaq to delist its stock, an 8-K shows.
Repligen completed its purchase of BioLife Solutions on Tuesday, paying each BioLife holder $11.25 in cash plus 0.1442 Repligen shares per share, according to an 8-K the company filed that day. BioLife no longer exists as a separate legal entity.
What the 8-K says
The deal closed as a two-step merger. A Repligen subsidiary, Bravo Merger Sub I, merged into BioLife, and BioLife then merged into a second subsidiary, Bravo Merger Sub II. That second unit survives as a direct, wholly owned subsidiary of Repligen.
Cash was paid in place of fractional Repligen shares. Treasury shares, shares owned by Repligen or its merger subsidiaries, and shares whose holders properly perfected appraisal rights were excluded from the exchange.
BioLife stock options, restricted stock units and restricted stock vested in full at closing and were settled in BioLife shares, which then converted into the same merger consideration. Performance-based units were settled at the greater of target or actual achievement.
The merger agreement is dated July 21, 2026. The SEC declared the registration statement for the share issuance effective on September 4, 2026, the same day BioLife filed its definitive proxy statement.
Delisting and what Repligen bought
BioLife told Nasdaq on Monday that it expected the deal to close before Tuesday's open. It asked Nasdaq to halt trading after the after-market session that evening, suspend trading at the close of business Tuesday and file a Form 25 to delist and deregister the stock. BioLife also intends to file a Form 15 to end its reporting obligations.
In a press release, Repligen CEO Olivier Loeillot called BioLife's portfolio a "deeply embedded, high-margin consumables business with attractive recurring revenue." The company said BioLife's biopreservation media, led by CryoStor, supports 18 commercially approved therapies and the majority of U.S. commercially sponsored cell-based therapy trials.
Repligen said the two teams spent recent months building an integration plan. In Tuesday's pre-market session, as of 9:15 a.m. ET, RGEN shares were at $189.50, up 4.29% (market data).
What to watch
Repligen intends to lay out the deal's expected effect on its 2026 financial outlook on its third quarter earnings call.
If required, it will file BioLife's financial statements and pro forma figures in an amended 8-K within 71 calendar days of the date the original was due.
The next number to look for is the 2026 outlook Repligen has promised to give on its third quarter call.
Sources
- 8-K Filing — REPLIGEN CORP (RGEN) — SEC EDGAR
- Exhibit d240327dex991.htm — REPLIGEN CORP 8-K exhibit — SEC EDGAR
