UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
On March 31, 2023, Bio-Techne Corporation (the “Company”) completed its investment to acquire approximately 20% of Wilson Wolf Manufacturing LLC (“Wilson Wolf”) for $257 million pursuant to (i) the Investment and Acquisition Option Agreement by and among the Company, Wilson Wolf, and the John R. Wilson Revocable Trust II (the “Trust”), dated December 13, 2021, as amended by the First Amendment, dated November 16, 2022 (as amended, the “Investment Agreement”), and (ii) the First Investment Acquisition Option Agreement, by and among the Company, Wilson Wolf, and the Trust, dated February 28, 2023.
Pursuant to the terms of the Investment Agreement, the Company will purchase the remaining equity in Wilson Wolf for approximately $1 billion upon Wilson Wolf’s achievement of certain annual revenue or EBITDA thresholds plus potential contingent consideration for revenue in excess of the revenue milestone. The total expected payments if such thresholds are not met by December 31, 2027 is approximately 4.4 times trailing twelve month revenue.
A copy of the press release issued by Bio-Techne Corporation on April 3, 2023, announcing the completion of its investment in Wilson Wolf is attached hereto as Exhibit 99.1.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIO-TECHNE CORPORATION |
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Date: April 3, 2023 | By: | /s/ Shane V. Bohnen |
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| Shane V. Bohnen |
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| Senior Vice President, General Counsel and Secretary | ||