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. This represents an implied premium of 24% to 90-day volume-weighted average price (VWAP) for the period ended July 21, 2026.

Repligen Corporation (NASDAQ:RGEN, "Repligen, " or "the Company"))), a life sciences company focused on bioprocessing technology leadership, and BioLife Solutions, Inc. (NASDAQ:BLFS) ("BioLife"), a leading developer and supplier of cell processing tools and services for the cell and gene therapy ("CGT") market, today announced they have entered into a definitive agreement under which Repligen, subject to customary closing conditions, will acquire BioLife for a total enterprise value of approximately $1.5 billion, comprised of 64% in Repligen common stock and 36% in cash (the "Transaction"). The directors of each company unanimously approved the Transaction.

Olivier Loeillot, President and Chief Executive Officer of Repligen, said: "The acquisition of BioLife represents a natural next step in the evolution of our strategy and further strengthens our position as a leading provider of mission-critical technologies for biologics manufacturing. BioLife brings a highly differentiated portfolio of products including a market-leading biopreservation media platform and other cell processing tools. This opportunity will expand Repligen’s presence in the rapidly growing cell therapy market, broaden our solutions offering to cell therapy customers, and add a deeply embedded, high-margin consumables business with attractive recurring revenue. Just as important, we believe our shared culture of innovation and customer centricity will create a strong foundation for future growth and value creation."

"Over the past several years, we have successfully repositioned BioLife around our market-leading biopreservation media franchise, while strengthening our financial profile and establishing a durable foundation for profitable growth," said Roderick de Greef, Chairman and Chief Executive Officer of BioLife. "Repligen shares our commitment to providing innovative, differentiated, and enabling tools that help customers bring important therapies to patients. Its global commercial reach, complementary technologies and proven operating capabilities make Repligen an ideal partner for BioLife. This Transaction will expand the reach and impact of our portfolio, while providing BioLife stockholders with immediate cash value and the opportunity to participate in Repligen’s future growth."

Compelling Strategic and Financial Rationale

Cell therapy represents a significant and growing portion of the global pharma pipeline, while commercial revenues are projected to grow at more than 20% annually through the end of the decade. BioLife’s products are deeply embedded in the cell therapy workflow and highly complementary to Repligen's existing offering in this market. BioLife’s differentiated biopreservation media portfolio, led by CryoStor®, supports 18 commercially approved therapies and the majority of U.S. commercially sponsored cell-based therapy trials. As a combined commercial team, BioLife will benefit from Repligen’s broader global reach, including Asia Pacific, while Repligen will benefit from BioLife’s trusted customer relationships.

The Transaction is expected to be accretive to Repligen’s top-line growth, adjusted margins, and adjusted earnings per share by at least 5 cents in year one and at least 25 cents in year two. Repligen expects at least $20 million of synergies in year one and at least $30 million in year two from eliminating public-company costs, G&A efficiencies, and manufacturing and supply-chain optimization. While this combination is expected to generate important cross-selling opportunities, Repligen’s financial expectations only assume modest revenue synergies leaving the potential for future upside. The cash component of the merger consideration will be funded with cash on hand. Repligen’s balance sheet is expected to remain healthy with greater than $300 million of pro forma cash and cash equivalents, preserving optionality for additional M&A and other investment opportunities.

Transaction Terms

The Transaction is expected to close in the fourth quarter of 2026, subject to customary regulatory approvals, approval by BioLife stockholders, and the satisfaction of other customary closing conditions set forth in the merger agreement.

Preliminary & Unaudited Second Quarter 2026 Results

Repligen expects preliminary second quarter revenue growth of approximately 12% as reported and 13% on an organic basis, both compared to the same period in 2025. In addition, Repligen expects to deliver strong year-over-year margin expansion. Repligen will report full second quarter results on July 28, 2026, before the market opens and will host a conference call at 8:00 a.m. ET.

BioLife expects preliminary second quarter revenue of $28.5 million, an increase of 21% compared with $23.4 million for the second quarter of 2025.   BioLife plans to report its full second quarter 2026 financial results on August 6, 2026. Due to the pending acquisition, BioLife will not be hosting an earnings conference call.  

These preliminary results are unaudited and subject to change pending completion of each company’s quarter-end financial close process. The preliminary unaudited results of BioLife for the second quarter 2026 reflect only the continuing operations of BioLife unless otherwise noted.