BIO-TECHNE acquired by Merck: fairness opinion by Goldman Sachs
Deal terms
Implied value per share by method vs. $73.00 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Goldman Sachs to the target board
Discounted cash flow assumptions
Mid-year convention; discounted to present value as of March 31, 2026. Enterprise value adjusted for total debt, cash, investment in Spear Bio, divestiture-related notes receivable and market value of MDxHealth equity investment; fully diluted shares as of June 19, 2026 using treasury stock method. Implied perpetuity growth rates of 3.2%-5.4%.
Selected public companies (6)
Agilent Technologies, Inc. · Bruker Corporation · Danaher Corporation · QIAGEN N.V. · Revvity, Inc. · Thermo Fisher Scientific Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / LTM Adjusted EBITDA (ex-SBC) - average over LTM ended 6/24/26 | — | 16.8x | — | — | — |
| EV / LTM Adjusted EBITDA (ex-SBC) - average over LTM ended 6/24/26, median excluding Thermo Fisher and Danaher | — | 15.3x | — | — | — |
| EV / LTM Adjusted EBITDA (ex-SBC) - CY2026 low | — | 14.2x | — | — | — |
| EV / LTM Adjusted EBITDA (ex-SBC) - CY2026 low, median excluding Thermo Fisher and Danaher | — | 13.1x | — | — | — |
| Bio-Techne EV / LTM Adjusted EBITDA (ex-SBC) - average over LTM ended 6/24/26 | — | 20.4x | — | — | — |
| Bio-Techne EV / LTM Adjusted EBITDA (ex-SBC) - CY2026 low | — | 15.4x | — | — | — |
Selected precedent transactions (6)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2025-07 | Becton, Dickinson and Company (BD Biosciences & Diagnostic Solutions) | Waters Corporation | 19.8x Implied EV / LTM Adjusted EBITDA (ex-SBC) |
| 2025-04 | Biotage AB | KKR & Co. Inc. | 24.5x Implied EV / LTM Adjusted EBITDA (ex-SBC) |
| 2019-02 | General Electric Company (GE Biopharma) | Danaher Corporation | 17.5x Implied EV / LTM Adjusted EBITDA (ex-SBC) |
| 2018-03 | Integrated DNA Technologies, Inc. | Danaher Corporation | 24.2x Implied EV / LTM Adjusted EBITDA (ex-SBC) |
| 2016-05 | FEI Company | Thermo Fisher Scientific Inc. | 17.7x Implied EV / LTM Adjusted EBITDA (ex-SBC) |
| 2016-01 | Affymetrix, Inc. | Thermo Fisher Scientific Inc. | 20.4x Implied EV / LTM Adjusted EBITDA (ex-SBC) |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / LTM Adjusted EBITDA (ex-SBC), applied to LTM Adjusted EBITDA (Core) of ~$421 million as of March 31, 2026 | 17.5x | — | 24.5x | 17.5x–24.5x | $49.00–$67.00 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Illustrative Present Value of Future Share Price Analysis | Applied EV/NTM Adjusted EBITDA multiples of 15.0x to 23.0x to estimated Adjusted EBITDA for fiscal years ending June 30, 2027 through June 30, 2029 (assuming illustrative annualized impact of the acquisition of the remaining 80.1% of Wilson Wolf in FY2028), adjusted for net debt and other items, added cumulative dividends per share, and discounted to March 31, 2026 at a 10.3% cost of equity. | $45.00–$74.00 |
| Premia Paid Analysis | Reviewed 250 all-cash acquisitions of public companies announced January 1, 2021 through June 24, 2026 (excluding biotech) with enterprise values of $5-$30 billion; median premium 28%, 25th percentile 15%, 75th percentile 47%. Applied 15%-47% to the June 24, 2026 closing price of $58.88 to derive $67-$86 per share, and to the Hypothetical Undisturbed Share Price of $56.71 to derive $65-$83 per share. | $65.00–$86.00 |
| Historical Stock Trading Analysis | $73.00 represented a 35% premium to the June 12, 2026 price of $54.00 (last trading day before press reports of the Ananym Letter), 29% to the Hypothetical Undisturbed Share Price of $56.71, 24% to the June 24, 2026 price of $58.88, 43% to the 30-day VWAP of $50.88, 41% to the 60-day VWAP of $51.92 and 38% to the 90-day VWAP of $52.73. | — |
Engagement letter dated May 27, 2026; transaction fee estimated at approximately $106 million, all contingent upon consummation of the Merger. Oral opinion rendered June 24, 2026, confirmed in writing June 25, 2026.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $1.3B | $1.4B | $1.6B | $1.8B | $2.0B | 12.2% |
| Revenue growth | 5.9% | 12.7% | 13.8% | 11.3% | 11.3% | |
| EBITDA | $459M | $531M | $622M | $711M | $811M | 15.3% |
| EBITDA growth | 6.3% | 15.7% | 17.1% | 14.3% | 14.1% | |
| EBITDA margin | 36% | 37% | 38% | 39% | 40% | |
| Implied EV / EBITDA | 24.6x | 21.3x | 18.2x | 15.9x | 13.9x |
Year-1 growth is against LTM at announcement ($1.2B revenue, $432M EBITDA); later years are year over year.
Goldman Sachs used internal financial analyses and forecasts prepared by Bio-Techne management (the "Management Projections"), authorized for its use by the Board, covering unlevered free cash flow from April 1, 2026 through June 30, 2036 (fiscal years ending June 30). The projections included Adjusted EBITDA estimates for fiscal years 2027-2029 and a terminal-year FY2036 Adjusted EBITDA estimate, and assumed an illustrative annualized impact of Bio-Techne's acquisition of the remaining 80.1% of Wilson Wolf in fiscal 2028. Bio-Techne's LTM Adjusted EBITDA (Core) as of March 31, 2026 was approximately $421 million.
Process notes
Other Diagnostics / Life Sciences fairness opinions
- Lantheus / Curium 2026 · 14.1x EV/EBITDA
- BioLife Solutions / Repligen 2026 · 60.0x EV/EBITDA
- Personalis / Tempus 2026
- Masimo / Danaher 2026 · 21.2x EV/EBITDA
- Exact Sciences / Abbott 2025 · 44.2x EV/EBITDA
- Enzo Biochem / Battery Ventures 2025
All Diagnostics / Life Sciences opinions → · Goldman Sachs opinions