Announcement • Jul 24

Repligen Corporation (NasdaqGS:RGEN) entered into an agreement and plan of merger to acquire BioLife Solutions, Inc. (NasdaqCM:BLFS) for approximately $1.6 billion.

Repligen Corporation (NasdaqGS:RGEN) entered into an agreement and plan of merger to acquire BioLife Solutions, Inc. (NasdaqCM:BLFS) for approximately $1.6 billion on July 21, 2026. BioLife stockholders will receive $11.25 per share in cash and 0.1442 shares of Repligen common stock, which equates to a total value of $31.00 per share, represented BioLife’s enterprise value of approximately $1.5 billion, comprised of 64% in Repligen common stock and 36% in cash (the “Transaction”). The transaction includes approximately $560 million in cash and 7.2 million Repligen shares. This represents an implied premium of 24% to 90-day volume-weighted average price (VWAP) for the period ended July 21, 2026. The enterprise value of $1.5 billion involves 11x 2027E Revenue with an EV/EBITDA multiple on a fully synergized basis. Cash portion is funded from cash on hand. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub 1 will be merged with and into BioLife (the “First Merger”), with BioLife surviving the First Merger as a direct, wholly owned subsidiary of Repligen. 160 associates of BioLife Solutions will join RGEN team at closing. Following a termination set forth in clause (I) or (II), within 12 months of the termination date, BioLife enters into a definitive agreement for, or consummates, a competing transaction proposal, BioLife may be required to pay Repligen a termination fee of $59 million. The consummation of the Mergers is subject to customary closing conditions, including (among others); the adoption and approval of the Merger Agreement by the holders of a majority of the outstanding shares of BioLife Common Stock entitled to vote thereon, the absence of any adverse law or order that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Mergers (the “Restraint Condition”), the shares of Repligen common stock to be issued in the First Merger being approved for listing on The Nasdaq Stock Market, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of consents required under antitrust laws of specified jurisdictions (the “Antitrust Condition”) and the U.S. Securities and Exchange Commission (the “SEC”) having declared effective the Registration Statement on Form S-4 to be filed by Repligen, which will contain the proxy statement/prospectus of the parties in connection with the Mergers. The boards of directors of each of Repligen and BioLife have approved the Merger Agreement and the transactions contemplated thereby. The parties expect that the Mergers will be completed in the fourth quarter of 2026, subject to satisfaction of customary closing conditions. The transaction is accretive to both revenue growth and margins and year adj.EPS - stock/cash mix preserves flexibility. Perella Weinberg and Goldman Sachs & Co. LLC are serving as financial advisors and Stuart M. Cable, Jacqueline Mercier and Tevia K. Pollard of Goodwin Procter are serving as legal counsel to Repligen. Centerview Partners, LLC is serving as financial advisor and fairness opinion provider and Michael Hedge, Jason Dreibelbis, Lauren Ammons, Mattias Luukkonen, Michael Hinckle, Ali Nardali, Jake Bernstein, Catherine Smith, Robert Starin, Allen Bachman, and Kelly Terribile of K&L Gates LLP are serving as legal counsel to BioLife.

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