REPLIGEN CORP (RGEN) Form 424B3 — Sep 4, 2026
Repligen has filed the definitive proxy statement/prospectus for its acquisition of BioLife Solutions, mailing it to BioLife holders on or about September 4, 2026 ahead of a virtual special meeting on October 5, 2026. Under the July 21, 2026 merger agreement, each BioLife share converts into $11.25 in cash plus 0.1442 Repligen shares, with a fixed exchange ratio. Former BioLife holders are expected to own roughly 11.1% of Repligen after closing, and the implied deal value per BioLife share has risen from $31.00 at announcement to $36.19 as of September 2, 2026 as Repligen stock climbed from $136.99 to $172.94.
Key figures
- Record date
- September 3, 2026
- Outside date
- January 31, 2027
- Exchange ratio
- 0.1442 Repligen shares per BioLife share (fixed)
- Expected close
- Q4 2026
- Hsr filing date
- August 4, 2026
- Blfs close sep2 2026
- 35.92
- Rgen close sep2 2026
- 172.94
- Special meeting date
- October 5, 2026
- Blfs close jul21 2026
- 29.19
- Rgen close jul21 2026
- 136.99
- Blfs insider ownership
- 1,216,268 shares (~2.5%)
- Centerview advisory fee
- $25 million ($1 million on opinion, ~$24 million contingent on completion)
- Hsr waiting period expiry
- September 3, 2026
- Innisfree solicitation fee
- 40000
- Cash consideration per share
- 11.25
- Termination fee payable by biolife
- 59000000
- Blfs shares outstanding record date
- 48923333
- Pro forma blfs holders ownership of rgen
- approximately 11.1%
- Implied deal value per blfs share sep2 2026
- 36.19
- Implied deal value per blfs share jul21 2026
- 31
- Share issuance cap triggering ratio adjustment
- 19.9% of Repligen shares outstanding
AI analysis
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