| Proposed Maximum Aggregate Value of Transaction | Fee Rate | Amount of Filing Fee | ||
| | 1 | $ | | $ |
| Fees Previously Paid | ||||
| Total Transaction Valuation | $ | |||
| Total Fees Due for Filing | $ | |||
| Total Fees Previously Paid | $ | |||
| Total Fee Offsets | $ | |||
| Net Fee Due | $ |
| Capitalized terms used below but not defined herein shall have the meanings assigned to such terms in the Agreement and Plan of Merger, dated as of June 25, 2026 (as it may be amended from time to time in accordance with its terms, the “Merger Agreement”), by and among Bio-Techne Corporation, a Minnesota corporation (the “Company”), Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), and EMD Holdings NewCo, Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent. |
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1
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Aggregate number of securities to which transaction applies: As of August 5, 2026, the maximum number of shares of Company Common Stock to which this transaction applies is estimated to be 161,065,211, which consists of (a) 156,693,016 issued and outstanding shares of Company Common Stock (including 17,852 shares of Company Restricted Stock), (b) 3,363,590 shares of Company Common Stock underlying Company Options with an exercise price per share below the Merger Consideration, (c) 573,987 shares of Company Common Stock underlying RSUs and (d) 434,618 shares of Company Common Stock underlying PSUs.
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of August 5, 2026, the underlying value of the transaction was calculated based on the sum (a) the product of 156,693,016 shares of Company Common Stock (including 17,852 shares of Company Restricted Stock) and $73.00 (the “Merger Consideration”); (b) the product of 3,363,590 shares of Company Common Stock shares underlying Company Options with an exercise price per share below the Merger Consideration and $12.67 (which is the difference between the Merger Consideration and the weighted average exercise price of such Company Options); (c) the product of 573,987 shares of Company Common Stock underlying RSUs and the Merger Consideration; and (d) the product of 434,618 shares of Company Common Stock underlying PSUs and the Merger Consideration. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.00013810. |