# BIOLIFE SOLUTIONS INC (BLFS) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_60f7d237b167b690a66d · retrieved 2026-08-12T21:23:17.854Z

## Overview
BioLife Solutions develops cell processing tools and biopreservation media, including its CryoStor platform that supports commercially approved cell therapies and the majority of US cell-based therapy trials.

Repligen Corporation agreed to acquire all outstanding shares of BioLife Solutions, Inc. pursuant to an Agreement and Plan of Merger dated July 21, 2026. The consideration is $11.25 in cash and 0.1442 shares of Repligen common stock per BioLife share. The transaction is subject to regulatory and shareholder approvals, with expected closing in the fourth quarter of 2026.

## Terms
- Counterparty: Repligen Corporation · Deal value: $1.50B · Consideration: mixed · Stake: 100% · Price/share: $11.25

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

## Timeline
- 2026-07-22 · 425 (0001193125-26-312409): 425 - BIOLIFE SOLUTIONS INC — *BioLife Solutions, Inc. is a provider of cell processing and preservation solutions for the cell therapy industry.* Repligen Corporation agreed to acquire all outstanding shares of BioLife Solutions, Inc. pursuant to an Agreement and Plan of Merger dated July 21, 2026. The consideration consists of $11.25 in cash and 0.1442 shares of Repligen common stock per share of BioLife common stock. The transaction is subject to customary closing conditions including regulatory approvals and BioLife stockholder approval.
  https://www.sec.gov/Archives/edgar/data/834365/0001193125-26-312409.txt
- 2026-07-22 · 8-K (0001628280-26-049232): 8-K - BIOLIFE SOLUTIONS INC — *BioLife Solutions, Inc. is a medical device company that develops and manufactures cell processing and cryopreservation solutions for cell therapy and regenerative medicine applications.* On July 21, 2026, BioLife Solutions, Inc. entered into a definitive merger agreement with Repligen Corporation, 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 Bravo Merger Sub I merging with BioLife, followed immediately by the merger of the surviving company into Repligen's second subsidiary, Bravo Merger Sub II. The parties expect the transaction to close in the fourth quarter of 2026, subject to customary closing conditions including BioLife stockholder approval, regulatory approvals (including HSR Act clearance and SEC registration statement effectiveness), and the absence of material adverse effects. BioLife's board unanimously approved the merger agreement and recommended it to stockholders. A termination fee of $59,000,000 may be payable by BioLife under specified circumstances.
  https://www.sec.gov/Archives/edgar/data/834365/0001628280-26-049232.txt
- 2026-07-23 · 425 (0001193125-26-314654): 425 - BIOLIFE SOLUTIONS INC — *BioLife Solutions, Inc. is a cell-therapy bioprocessing company headquartered in Bothell, Washington, that develops cryopreservation media (CryoStor), consumables (HypoThermosolute, hPL growth factors, CellSeal bags, vials), and capital equipment (Signata filling machine, ThawSTAR automated thawing system); it generated $96 million in revenue in 2025 with 29% pro forma growth.* Repligen Corporation agreed to acquire all outstanding shares of BioLife Solutions, Inc. for $31 per share in a mixed-consideration transaction comprising $11.25 in cash and 0.1442 shares of Repligen common stock per BioLife share, for a total enterprise value of approximately $1.5 billion. The transaction, governed by an Agreement and Plan of Merger dated July 21, 2026, consists of 36% cash ($564 million) and 64% Repligen common stock ($936 million). The boards of both companies have unanimously approved the acquisition, which is expected to close in the fourth quarter of 2026, subject to regulatory approval and BioLife shareholder vote. Repligen expects at least $20 million in year-one synergies and immediate adjusted EPS accretion.
  https://www.sec.gov/Archives/edgar/data/834365/0001193125-26-314654.txt
- 2026-08-03 · 425 (0001193125-26-331080): 425 - BIOLIFE SOLUTIONS INC — *BioLife Solutions develops cell processing tools and biopreservation media, including its CryoStor platform that supports commercially approved cell therapies and the majority of US cell-based therapy trials.* Repligen Corporation agreed to acquire all outstanding shares of BioLife Solutions, Inc. pursuant to an Agreement and Plan of Merger dated July 21, 2026. The consideration is $11.25 in cash and 0.1442 shares of Repligen common stock per BioLife share. The transaction is subject to regulatory and shareholder approvals, with expected closing in the fourth quarter of 2026.
  https://www.sec.gov/Archives/edgar/data/834365/0001193125-26-331080.txt

## Citations
- 0001193125-26-312409 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526312409
- 0001628280-26-049232 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026049232
- 0001193125-26-314654 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526314654
- 0001193125-26-331080 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526331080