# REPLIGEN CORP (RGEN) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_21be9bf12bd4dbc35cc3 · retrieved 2026-08-11T15:52:10.921Z

## Overview
Repligen Corporation develops and manufactures bioprocess products and systems used in the production of biopharmaceuticals and cell therapies.

Repligen Corporation entered into a merger agreement with BioLife Solutions, Inc. on July 21, 2026, whereby Repligen will acquire all outstanding shares of BioLife common stock for $11.25 in cash and 0.1442 shares of Repligen common stock per share. The transaction is structured as a two-step merger, with Repligen's wholly owned subsidiary Merger Sub 1 merging with BioLife (with BioLife surviving), followed immediately by BioLife merging into Merger Sub 2 (with Merger Sub 2 surviving as a wholly owned subsidiary of Repligen). The parties expect the transaction to close in the fourth quarter of 2026, subject to customary closing conditions including BioLife stockholder approval, antitrust clearance under the Hart-Scott-Rodino Act, SEC approval of a Form S-4 registration statement, and the absence of a material adverse effect. BioLife equity awards will accelerate and be converted into the merger consideration. A termination fee of $59,000,000 may be payable by BioLife under specified circumstances.

## Terms
- Counterparty: BioLife Solutions, Inc. · Consideration: mixed · Price/share: $11.25

## Key dates
- Announced 2026-07-22 · Expiry 2027-01-31 · Expected close 2026-12-31

## Timeline
- 2026-07-22 · 8-K (0001193125-26-311402): 8-K - REPLIGEN CORP — *Repligen Corporation develops and manufactures bioprocess products and systems used in the production of biopharmaceuticals and cell therapies.* Repligen Corporation entered into a merger agreement with BioLife Solutions, Inc. on July 21, 2026, whereby Repligen will acquire all outstanding shares of BioLife common stock for $11.25 in cash and 0.1442 shares of Repligen common stock per share. The transaction is structured as a two-step merger, with Repligen's wholly owned subsidiary Merger Sub 1 merging with BioLife (with BioLife surviving), followed immediately by BioLife merging into Merger Sub 2 (with Merger Sub 2 surviving as a wholly owned subsidiary of Repligen). The parties expect the transaction to close in the fourth quarter of 2026, subject to customary closing conditions including BioLife stockholder approval, antitrust clearance under the Hart-Scott-Rodino Act, SEC approval of a Form S-4 registration statement, and the absence of a material adverse effect. BioLife equity awards will accelerate and be converted into the merger consideration. A termination fee of $59,000,000 may be payable by BioLife under specified circumstances.
  https://www.sec.gov/Archives/edgar/data/730272/0001193125-26-311402.txt
- 2026-07-22 · 425 (0001193125-26-311411): 425 - REPLIGEN CORP — *Repligen Corporation develops and manufactures bioprocess products and systems used in the production of biopharmaceuticals, including filtration, purification, and single-use systems for cell and gene therapy manufacturing.* On July 21, 2026, Repligen Corporation entered into an Agreement and Plan of Merger with BioLife Solutions, Inc., whereby Repligen will acquire all outstanding shares of BioLife common stock for merger consideration of $11.25 in cash and 0.1442 shares of Repligen common stock per share. The transaction is structured as a two-step merger, with Merger Sub 1 merging with and into BioLife (with BioLife surviving), followed immediately by BioLife merging with and into Merger Sub 2. The parties expect the Mergers to be completed in the fourth quarter of 2026, subject to customary closing conditions including BioLife stockholder approval, HSR Act clearance, SEC registration statement effectiveness, and the absence of material adverse effects. Upon termination under certain specified circumstances, BioLife may be required to pay Repligen a termination fee of $59,000,000.
  https://www.sec.gov/Archives/edgar/data/730272/0001193125-26-311411.txt

## Citations
- 0001193125-26-311402 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526311402
- 0001193125-26-311411 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526311411