Merck KGaA (ETR:MRK) said it has signed a definitive agreement to acquire Bio-Techne Corporation in an all-cash transaction, outlining a deal it said would strengthen its Life Science business and expand its position in high-growth areas including next-generation biology, proteomics, spatial biology, multi-omics and cell therapy manufacturing.
On an investor and analyst call, Group CEO Kai Beckmann said the offer price is $73 per Bio-Techne share. He said the transaction has been approved by Bio-Techne’s board of directors and the relevant corporate bodies of Merck. Closing remains subject to customary conditions, including required regulatory approvals and approval by Bio-Techne shareholders, according to Florian Schröder, Merck’s head of investor relations.
Merck Points to Growth and Margin Accretion
Merck executives said they expect the transaction to be immediately accretive to sales growth for the group after closing. Beckmann said the deal is also expected to be immediately accretive to EBITDA pre-margin, even before the full synergy potential is realized.
Group CFO Helene von Roeder said Bio-Techne is expected to deliver high single-digit growth over the medium term, reflecting its exposure to areas such as next-generation biology, advanced therapies and bioprocessing. She said Merck is “broadly happy” with where consensus estimates stand for Bio-Techne, but emphasized that Merck is not including revenue synergies in its model.
Merck identified approximately EUR 140 million of cost synergies, expected to be fully realized by year three after closing. Von Roeder said those synergies represent about 12% of Bio-Techne sales and are expected to ramp up linearly over three years. The company expects EPS pre-accretion by year three after closing.
Von Roeder said one-time costs are expected to total about EUR 500 million, including roughly EUR 200 million of transaction costs and EUR 300 million of integration costs, mainly distributed across the first two years.
Financing and Valuation Details
Von Roeder said the all-cash proposal represents a 35% premium to Bio-Techne’s unaffected share price of $54. She described the proposal as the second-largest external growth step in Merck’s history and said it remains within the company’s financial guardrails for large acquisitions.
Those guardrails include EPS pre-accretion by year three, internal rate of return above weighted average cost of capital by year three and maintenance of a strong investment-grade rating, she said.
The transaction is expected to be funded with a combination of cash and new U.S. dollar- and euro-denominated debt. Merck expects net debt to EBITDA to remain below three times, with an average interest rate between 4% and 5%. Von Roeder said the company expects rapid deleveraging after closing, supported by Merck’s cash generation across its businesses.
Beckmann said the transaction has an enterprise value of $11.5 billion, equivalent to a multiple of 23.2 times, or 17.5 times including targeted run-rate cost synergies.
Strategic Rationale Centers on Life Science Workflows
Beckmann said the acquisition is aligned with Merck’s strategic focus on moving from selected product portfolios toward integrated workflow solutions. He said the combination would allow Merck to offer broader, more connected solutions across discovery, development and manufacturing.
Jean-Charles Wirth, CEO of Merck Life Science, said Bio-Techne has a consumables-led portfolio, with consumables representing about 81% of sales. He said that creates a recurring revenue profile, supported by positions in protein science, spatial biology, precision diagnostics and cell therapy manufacturing.
Wirth said Bio-Techne’s sales grew from $714 million in fiscal 2019 to $1.2 billion in fiscal 2025, while adjusted operating income increased from $244 million to $384 million. He said Merck sees opportunities to accelerate growth by expanding Bio-Techne’s reach beyond its historical weighting toward the Americas, particularly in EMEA and Asia Pacific.
Wirth said the total addressable markets served by Bio-Techne amount to $27 billion. He highlighted advanced therapy manufacturing, discovery of novel biology insights and precision diagnostics as key areas of opportunity.
Integration and Business Fit
During the Q&A portion of the call, Wirth said Merck expects a “thoughtful and phased” integration approach, citing prior integrations such as Millipore, Sigma-Aldrich and Versum. He said the priorities would include business continuity, talent retention, customer relationships and preservation of innovation.
Executives repeatedly described the two portfolios as highly complementary. Wirth said there is “very, very limited overlap” between Merck’s Life Science portfolio and Bio-Techne’s business. He said all three Merck Life Science business units — Discovery Solutions, Advanced Solutions and Process Solutions — should benefit, though the majority of Bio-Techne’s portfolio would go to Discovery Solutions.
Bio-Techne’s agreement with Wilson Wolf was also discussed. Wirth said Wilson Wolf specializes in cell therapy manufacturing and that Bio-Techne entered an agreement with the company in 2023. He said Wilson Wolf may or should be acquired in 2028 based on 2027 financial performance, with terms between 4.4 times revenue and a maximum of EUR 1 billion. Von Roeder said the option would be treated as a derivative under IFRS and recognized in EBITDA at fair value until any acquisition is executed.
Beckmann also emphasized Merck’s U.S. presence, saying the company has more than 14,000 employees and 58 sites in the country, including more than 30 U.S. manufacturing sites. He said the acquisition would enhance resilience and expand Merck’s capabilities in the U.S. upon closing.
About Merck KGaA (ETR:MRK)
Merck KGaA operates as a science and technology company in Germany. It operates through Life Science, Healthcare, and Electronics segments. The company's Life Science segment offers tools, chemicals, and equipment for academic labs, biotech, and pharmaceutical manufacturers, as well as industrial sector. This segment provides drug manufacturers with process development expertise and technologies, such as continuous bioprocessing; testing kits and services; reagents and services; testing solutions that analyze air, water, and soil; and testing and tools, as well as products that help test nutritional value and identify quality inconsistencies.
