BioLife Solutions files proxy for $11.25-plus-stock merger with Repligen

What happened

BioLife Solutions Inc. (BLFS), a Bothell, Washington-based maker of biopreservation media and cell-processing tools, filed a definitive proxy statement (DEFM14A) with the SEC on September 4, 2026. The filing lays out the terms of a proposed merger with Repligen Corporation and asks shareholders to vote on it at a special meeting scheduled for October 5, 2026.

Under the merger agreement signed July 21, 2026, each outstanding share of BioLife common stock will be converted into the right to receive $11.25 in cash plus 0.1442 shares of Repligen common stock. The deal is structured as a two-step merger: first, a Repligen subsidiary will merge into BioLife, making BioLife a wholly owned subsidiary of Repligen; then the surviving company will merge into a second Repligen subsidiary.

The BioLife board, with director Tony Hunt recused, unanimously recommends that shareholders vote 'FOR' the merger proposal, the related executive compensation proposal, and the adjournment proposal. A vote is required because the merger cannot close without shareholder approval.

The filing

The document filed is a DEFM14A, which is the definitive proxy statement used when a company asks shareholders to vote on a merger or acquisition. It combines the proxy statement (describing the proposals and how to vote) with a prospectus (describing the securities being issued in the deal).

The proxy statement notes that the record date for voting is September 3, 2026, and that approximately 48,923,333 shares were outstanding and entitled to vote. The special meeting will be held virtually, and shareholders can vote by internet, phone, or mail.

The filing also includes a non-binding advisory vote on 'golden parachute' compensation that may be paid to BioLife's named executive officers in connection with the merger. This is a standard item in merger proxies under SEC rules.

What this means

This merger proxy is the formal step where BioLife's shareholders get to decide whether the company will be acquired. A DEFM14A is filed when a company's board has approved a merger and wants stockholders to vote on it; it is not a notice that the deal is done. Instead, it is a detailed disclosure document that explains the terms, the reasons for the merger, and the risks.

For BioLife shareholders, the key terms are: for each share they own, they would receive $11.25 in cash plus a fraction (0.1442) of a Repligen share. This is a 'cash-and-stock' merger, meaning shareholders get part of the payment in cash and part in the acquirer's stock. The stock component lets shareholders participate in Repligen's future performance, but also exposes them to its price movements. No fractional Repligen shares will be issued; holders will get cash in lieu of any fraction.

Shareholders of record as of September 3, 2026 are eligible to vote. The merger requires approval by a majority of the outstanding shares, not just a majority of votes cast. If approved, the merger is expected to close after the special meeting, subject to other conditions in the merger agreement. If shareholders vote no, BioLife would remain independent. The proxy statement notes that Mr. Hunt recused himself from board deliberations on the merger, but the filing does not explain the reason for his recusal.

One notable detail: the merger consideration is a mix of cash and Repligen stock, and Repligen is a larger company in the bioprocessing industry. The proxy statement/prospectus incorporates financial information about both companies, allowing voters to review the details before they decide.