Merck (MRK) investor relations material

Deal rationale and strategic fit

• Acquisition expands presence in high-growth life science markets, including next-gen biology, spatial biology, multi-omics, and cell and gene therapy, and supports a shift toward integrated workflow solutions.

• Bio-Techne's consumables-led portfolio and technology leadership complement the acquirer's Life Science business, enhancing offerings and expanding customer access and geographic reach.

• The deal strengthens the position along the full life science value chain, accelerates the innovation pipeline, and enhances R&D capabilities.

• Supports a disciplined M&A strategy to scale innovation, strengthen the R&D pipeline, and leverage platform capabilities for future growth.

• Provides Bio-Techne with access to the acquirer's global scale, manufacturing, and customer reach.

Financial terms and conditions

• Purchase price is $73 per share in cash, representing an enterprise value of $11.5 billion or $11.3 billion, and a 35%-36% premium to Bio-Techne’s unaffected share price.

• Enterprise value multiple is 23.2x EV/EBITDA before synergies and 17.5x including estimated cost synergies.

• Transaction funded with cash and new USD/EUR-denominated debt, targeting net debt/EBITDA below 3x and interest rates between 4%-5%, while preserving investment-grade credit rating.

• One-time integration and transitional costs estimated at EUR 500 million, mostly in years one and two.

• Transaction expected to close by late 2026 or early 2027, subject to customary conditions and approvals.

Synergies and expected cost savings

• Annual cost synergies of approximately EUR 140 million expected to be fully realized within three years post-closing, representing about 12% of Bio-Techne sales.

• Synergies are based on operational logic, scale effects, and procurement opportunities.

• Immediate EBITDA pre margin accretion and EPS pre accretion expected by year three.

• No revenue synergies are included in the current model, though optionality exists for future upside.

• One-time integration costs estimated at EUR 500 million.