Repligen Corporation has completed its acquisition of BioLife Solutions, Inc., finalizing a transaction that converts BioLife into a wholly owned subsidiary of the Delaware-based bioprocess equipment maker. The merger closed on October 6, 2026, pursuant to a Merger Agreement dated July 21, 2026, ending BioLife's independent existence as a public company on the Nasdaq Stock Market LLC.
Under the terms of the deal, each outstanding share of BioLife common stock converted into the right to receive 0.1442 shares of Repligen common stock and $11.25 in cash. The transaction was structured through two simultaneous mergers: Bravo Merger Sub I, Inc., a wholly owned subsidiary of Repligen, merged with and into BioLife, with BioLife surviving as a direct subsidiary of Repligen. Immediately following that step, BioLife merged with and into Bravo Merger Sub II, LLC, another Repligen subsidiary, which survived the second merger as a direct, wholly owned subsidiary of Repligen.
The acquisition process was detailed in a definitive proxy statement filed with the Securities and Exchange Commission on September 4, 2026, and a Registration Statement on Form S-4 declared effective by the SEC on the same date. The 8-K filing notes that the merger was previously announced and that the final terms were incorporated by reference from the explanatory note in the current report.
For BioLife employees and option holders, the closing triggered immediate changes to equity compensation. All outstanding options to acquire BioLife common stock, whether vested or unvested, became fully vested and were cancelled in exchange for shares of BioLife common stock equal to the number of shares subject to the options minus the aggregate exercise price. Similarly, restricted stock units subject solely to time-based vesting were accelerated, vested in full, and settled in BioLife common stock. Performance-based restricted stock units were also accelerated and vested in full, settled based on the greater of target or actual achievement of performance goals measured as of the latest practicable date prior to the merger effective time.
Unvested restricted stock awards were likewise accelerated, vested in full, and released to holders in BioLife common stock. All shares of BioLife common stock issued pursuant to these equity awards converted automatically into the right to receive the merger consideration at the effective time of the first merger. No fractional shares of Repligen common stock were issued; instead, stockholders received cash in lieu of any fractional shares as part of the merger consideration.
The Merger Agreement, attached as an exhibit to the 8-K filing, contains representations, warranties, and covenants made by both BioLife and Repligen. The filing clarifies that these provisions are made solely for the purposes of the agreement and may be subject to qualifications and limitations. The document is provided to investors and security holders to inform them of the agreement's terms but is not intended to provide additional factual information about either company or to modify prior public disclosures.