Material Event (Form 8-K)

As previously disclosed, on June 25, 2026, Bio-Techne Corporation, a Minnesota corporation ("Bio-Techne"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck KGaA, Darmstadt, Germany, a German corporation with general partners ("Merck KGaA, Darmstadt, Germany") and EMD Holdings NewCo, Inc., a Minnesota corporation and a wholly-owned subsidiary of Merck KGaA, Darmstadt, Germany ("Merger Sub"), providing that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Bio-Techne (the "Merger"), whereupon Bio-Techne will continue as the surviving corporation and a wholly-owned subsidiary of Merck KGaA, Darmstadt, Germany. On August 20, 2026, Bio-Techne filed a definitive proxy statement (the "Proxy Statement") with the Securities and Exchange Commission (the "SEC") with respect to the special meeting of Bio-Techne shareholders, scheduled to be held on September 23, 2026 at 9:00 a.m. Eastern Time (the "Special Meeting").

Litigation Related to the Merger

As of the date of this Current Report on Form 8-K, one lawsuit relating to the Merger has been filed: Robert Garfield v. Baumgartner et al., which was filed in the District Court for the Fourth Judicial District of the State of Minnesota on September 9, 2026 (the "Lawsuit"). The Lawsuit was filed by a purported Bio-Techne shareholder and alleges claims under Minnesota statutory and common law contending, among other things, that the Proxy Statement misrepresented or omitted material information. The Lawsuit names as defendants Bio-Techne and its directors, as well as Merck KGaA, Darmstadt, Germany and Merger Sub, and seeks, among other relief, an order enjoining the shareholder vote on the Merger, which is scheduled to occur at the Special Meeting.

In addition, and also as of the date of this Current Report on Form 8-K, multiple purported shareholders of Bio-Techne have delivered demand letters to Bio-Techne (collectively, the "Demand Letters"), alleging that the disclosures contained in the Proxy Statement are deficient in certain respects. Although the outcome of, or estimate of the possible loss or range of loss from, the Lawsuit and Demand Letters cannot be predicted, Bio-Techne believes that the allegations contained in the Lawsuit and the Demand Letters are without merit.

Bio-Techne also believes that the disclosures set forth in the Proxy Statement comply fully with all applicable law and do not need to be supplemented. Nevertheless, solely to avoid the nuisance, risks, costs, and uncertainties inherent in disputes concerning these types of allegations, including the possibility that any such claim could delay or adversely affect the Merger, and to allow Bio-Techne's shareholders to vote on the Merger at the Special Meeting, Bio-Techne has determined voluntarily to supplement certain disclosures in the Proxy Statement with the supplemental disclosures set forth below. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Bio-Techne specifically denies all allegations set forth in the Lawsuit and the Demand Letters that any additional disclosure in the Proxy Statement was or is required.

Supplemental Disclosures

The following disclosures supplement the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. All page references are to pages in the Proxy Statement, and terms used in this Current Report on Form 8-K, unless otherwise defined, have the meanings set forth in the Proxy Statement.

From time to time dating back to 2023, members of Bio-Techne's senior management team have received expressions of interest and held preliminary discussions regarding a potential acquisition of Bio-Techne (a "Possible Transaction"), including from Parent and from two other strategic parties, which we refer to as "Party A" and "Party B." During this period, Bio-Techne's senior management and Bio-Techne's financial advisor, Goldman Sachs & Co. LLC ("Goldman Sachs"), engaged in periodic discussions with Parent and its financial advisors, Guggenheim Securities, LLC ("Guggenheim") and, beginning in 2025, J.P. Morgan Securities LLC ("JPMorgan"), including verbal expressions of interest made by Parent in the second quarter of 2023 to acquire all of the outstanding shares of Bio-Techne Common Stock at prices in the range of $92 to $95 per share, when Bio-Techne Common Stock was trading in the range of $73.76 to $85.98 per share and, at the end of the second quarter of 2023, had a 52-week high of $97.96 per share. Neither Party A nor Party B proposed a purchase price in connection with these preliminary discussions, and However, none of these discussions progressed to a Possible Transaction.

Outside the presence of Goldman Sachs, after discussing the Goldman Sachs relationship disclosure letter, the proposed terms of the engagement of Goldman Sachs (including benchmarking data regarding the proposed fees to be paid to Goldman Sachs) and the fact that Goldman Sachs had advised the Board for many years including with respect to the prior inquiries and proposals of Parent, the Board delegated approval of the terms of Goldman Sachs' engagement letter to the Audit Committee (which subsequently authorized the engagement of Goldman Sachs on the terms described to the Board).

Also on May 28, 2026, Party A entered into a confidentiality agreement (without a standstill) with Bio-Techne.

Also on June 18, 2026, Party C entered into a confidentiality agreement (without a standstill) with Bio-Techne.

Also on June 24, 2026, Goldman Sachs provided the Board with an updated relationship disclosure letter providing a customary summary of Goldman Sachs' relationships with Parent and its affiliates, which reflected no changes from the prior disclosures with respect to such relationships reviewed with the Board on May 27, 2026.

From July 2025 until the parties' entry into the Merger Agreement, there were no discussions or negotiations regarding any post-closing employment arrangement between Bio-Techne or any of its executive officers, on the one hand, and Parent or any of the other potential counterparties to a Possible Transaction, on the other hand.

Goldman Sachs derived ranges of illustrative enterprise values for Bio-Techne by adding the ranges of present values it derived above. Goldman Sachs then subtracted the amount of Bio-Techne's total debt of approximately $200 million and added the amount of Bio-Techne's cash and cash equivalents of approximately $210 million, its investment in Spear Bio of approximately $15 million, its divestiture-related notes receivable of approximately $11 million and the market value of its equity investment in MDxHealth of approximately $1 million, in each case, as provided by and approved for Goldman Sachs' use by the management of Bio-Techne, to derive a range of illustrative equity values for Bio-Techne. Goldman Sachs then divided the range of illustrative equity values it derived by the number of a range of approximately 157.3 million to 157.8 million fully diluted outstanding shares of Bio-Techne as of June 19, 2026, calculated using information provided by and approved for Goldman Sachs' use by the management of Bio-Techne as provided by and approved for Goldman Sachs' use by the management of Bio-Techne, using the treasury stock method, to derive a range of illustrative present values per share of Bio-Techne Common Stock ranging from $58 to $72.

Goldman Sachs derived ranges of illustrative enterprise values for Bio-Techne by adding the ranges of present values it derived above. Goldman Sachs then subtracted the amount of Bio-Techne's total net debt for each of the fiscal years ending June 30, 2027, June 30, 2028 and June 30, 2029, of approximately $110 million, $(192) million and $(551) million, respectively and added the amount of Bio-Techne's cash and cash equivalents, its investment in Spear Bio, its divestiture-related notes receivable and the market value of its equity investment in MDxHealth, in each case, as provided by and approved for Goldman Sachs' use by the management of Bio-Techne, and illustratively assumed the impact of the acquisition of the remaining 80.1% of Wilson Wolf in the fiscal year ending June 30, 2028 on the fiscal year ending June 30, 2027's net debt, from the respective implied enterprise values in order to derive a range of illustrative equity values for Bio-Techne as of the end of each of the fiscal years ending June 30, 2027 through June 30, 2029. Goldman Sachs then divided these implied equity values by the a range of projected year-end number of fully diluted outstanding shares of Bio-Techne Common Stock of approximately 160.3 million to 168.8 million for each of the fiscal years ending June 30, 2027 through June 30, 2029, calculated using information provided by and approved for Goldman Sachs' use by the management of Bio-Techne, to derive a range of implied future values per share of Bio-Techne Common Stock. Goldman Sachs then added the cumulative dividends per share expected to be paid to Bio-Techne shareholders through the end of each of the fiscal years ending June 30, 2027 through June 30, 2029. Goldman Sachs then discounted these implied future equity values per share of Bio-Techne Common Stock to March 31, 2026, using an illustrative discount rate of 10.3%, reflecting an estimate of Bio-Techne's cost of equity. Goldman Sachs derived such discount rate by application of the capital asset pricing model, which requires certain company-specific inputs, including a beta for Bio-Techne, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $45 to $74 per share of Bio-Techne Common Stock.

Based on the results of the foregoing calculations and Goldman Sachs' professional judgment and experience, Goldman Sachs applied a reference range of EV/LTM Adjusted EBITDA multiples of 17.5x to 24.5x to Bio-Techne's LTM Adjusted EBITDA (Core) of approximately $421 million as of March 31, 2026, to derive a range of implied enterprise values for Bio-Techne. Goldman Sachs then subtracted the amount of Bio-Techne's total debt of approximately $200 million and added the amount of Bio-Techne's cash and cash equivalents of approximately $210 million, the value of Bio-Techne's equity method investment in Wilson Wolf of approximately $231 million, its investment in Spear Bio of approximately $15 million, its divestiture-related notes receivable of approximately $11 million and the market value of its equity investment in MDxHealth of approximately $1 million, in each case, as provided by and approved for Goldman Sachs' use by the management of Bio-Techne, and divided the result by the number of a range of approximately 157.0 million to 157.6 million fully diluted outstanding shares of Bio-Techne Common Stock as of June 19, 2026, as calculated using information provided by and approved for Goldman Sachs' use by the management of Bio-Techne, to derive a reference range of implied values per share of Bio-Techne Common Stock of $49 to $67.