Bio-Techne Corporation (NASDAQ:TECH) shareholders voted on September 23 to approve the company’s acquisition by Merck KGaA of Darmstadt, Germany. The German group is paying $73 a share in cash, valuing the business at about $11.3 billion including debt.
They also voted down the executive compensation proposal attached to the deal, which is an unusual pairing. The shares closed at $72.57 on September 24, which is 43 cents below what the buyer has agreed to pay.
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A Cleared Antitrust Path Puts the Deal Within Months of Closing:
Bio-Techne makes the reagents, proteins, and antibodies used in laboratories, the consumable supplies that researchers buy repeatedly rather than once. It is an unglamorous corner of life sciences with attractive economics, because the customer keeps coming back. Research budgets move slowly, but they rarely stop, and a laboratory that has validated a supplier does not casually switch.
That is what Merck KGaA is buying. The German group has been assembling a life sciences business for years, and reagents fit alongside what it already sells to the same laboratories.
The regulatory path is largely clear. The antitrust waiting period in the United States expired on September 18, which removes the hurdle that most often delays a transaction of this kind.
Bio-Techne expects the deal to complete in late 2026 or early 2027, subject to the remaining approvals. With the shareholder vote behind it, the outcome now rests with regulators rather than owners.
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The Rejected Pay Vote is the More Interesting Result:
Approving a takeover while rejecting the pay package attached to it is a pointed combination. Shareholders wanted the sale. They did not want to fund the arrangements management negotiated alongside it.
That vote is advisory rather than binding, so the payments proceed regardless. Its value is as a signal, and the signal is that owners felt the split between what they receive and what executives receive was wrong.
Deals at this stage rarely fail, though they do stall. The approvals still outstanding sit outside the United States, and those timetables are not the company’s to set.
For anyone still holding the shares, the practical question now is time rather than price. A deal that closes in late 2026 or early 2027 leaves months during which the money is committed and doing nothing else.
There is a residual risk too. Remaining regulatory approvals are usually a formality, but a cross-border transaction between a German acquirer and an American target has more places to get stuck than a domestic one.
