Bio-Techne (TECH) Risk Factor Changes

perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) and unfavorable or inconsistent clinical data from existing or future cl…

exclusions, though these exclusions have been subject to revision and/or announced revision as well.

We are subject to various local, state, federal, foreign and transnational laws and regulations, which include the operating and security standards of the U.S.

We have agreements relating to the sale of our products to government entities in the U.S.

As a global company, we are subject to taxation in numerous countries, states and other jurisdictions.

We currently have a Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions.

We have been and may in the future be sued by third parties alleging that we are infringing their intellectual property rights.

in fiscal 2026 was from outside the U.S.

We rely upon our manufacturing operations to produce many of the products we sell and our warehouse facilities to store products, pending sale.

The manufacture of many of our products is a complex process, and in many cases subject to complex regulations, and if we directly or indirectly encounter problems manufacturing products, our business and financial re…

If we are unable to maintain reliable information technology systems or appropriate controls with respect to global data privacy and security requirements and prevent data breaches, we may suffer regulatory consequenc…

The integrity and protection of our own data, and that of our customers and employees, is critical to our business.

Our Diagnostics and Spatial Biology segment products include applications in the medical diagnostics market, which relies largely on government healthcare-related policies and funding.

caused severe political, humanitarian and economic crises, not only in Europe but globally.

International political, compliance and business factors, including the military conflicts and trade tensions, can negatively impact our operations and financial results.

More specifically, as a healthcare provider, the Company’s Exosome Diagnostics’ ExoDx Prostate business is subject to extensive regulation at the federal, state, and local levels in the U.S.

changes.

For many years, our Board has declared quarterly dividends.

As a global company, we are subject to taxation in numerous countries, states and other jurisdictions.

We have been and may in the future be sued by third parties alleging that we are infringing their intellectual property rights.

Government authorities may conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law.

The U.S.

government contracts.

For many years, our Board has declared quarterly dividends.

These risks are particularly pronounced in countries in which we do business that do not have levels of protection of corporate proprietary information, intellectual property, technology and other assets comparable to…

If the Merger Agreement is terminated and we decide to seek another similar transaction, we may not be able to negotiate or consummate a transaction with another party on terms comparable to, or better than, the terms…

We are subject to certain restrictions on our ability to solicit alternative acquisition proposals from third parties, to provide information to third parties and to enter into or continue discussions or negotiations…

The Merger Agreement contains provisions that could discourage a potential competing acquirer of the Company or could result in a competing proposal being made at a lower price than it otherwise might have been.

upon termination of the Merger Agreement by us or Parent under specified circumstances, we would be required to pay a termination fee of approximately $230.5 million.

difficulties maintaining relationships with governmental entities, customers, suppliers, distributors, creditors, lessors and employees; and

the impairment of our ability to attract, retain and motivate personnel, including our senior management;

failure to complete the Merger within the expected timeframe, or at all, may result in negative publicity and a negative impression of us in the investment community and may lead to subsequent offers to acquire the Co…

we have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other costs in connection with the Merger, for which we may receive little or no benefit if the Merger i…

if the Merger is not completed within the expected timeframe, or at all, the share price of our common stock will change to the extent that the current market price of our stock reflects assumptions regarding the comp…

Many of the conditions to the consummation of the Merger are not within our control or the control of Parent or Merger Sub, and we cannot predict when or if these conditions will be satisfied.

with respect to the obligations of Parent and Merger Sub, the Required Approvals not containing, individually or in the aggregate, a Burdensome Condition, as defined in the Merger Agreement.

the other party’s compliance with its obligations and covenants required under the Merger Agreement, subject to certain materiality standards; and

accuracy of the other party’s representations and warranties, subject to certain customary materiality or de minimis standards set forth in the Merger Agreement;

no governmental entity of competent jurisdiction having issued or entered any order, injunction or decree or enacted, enforced, issued, promulgated, entered or adopted any law, in each case, that is continuing in effe…

the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all other scheduled antitrust or investment screening law approvals having b…

the approval of the Merger Agreement (including the “plan of merger” for purposes of the Minnesota Business Corporation Act) by the affirmative vote of the holders of a majority of the voting power of all of the Share…

The consummation of the Merger is subject to customary and other closing conditions, including:

The Merger may not be completed within the expected timeframe, or at all, and a significant delay in or the failure to complete the Merger could adversely affect our business and the market price of our common stock.

We have incurred and expect to continue to incur significant costs, expenses and fees for professional services, such as legal, financial and accounting fees, and other transaction costs in connection with the Merger.

We have incurred and expect to continue to incur substantial transaction-related fees and costs in connection with the Merger.

We may also become subject to shareholder litigation or other legal proceedings relating to the Merger or the other transactions contemplated by the Merger Agreement.

The announcement and pendency of the Merger could also disrupt our business relationships.

Employee retention and recruitment may be challenging before completion of the Merger, as employees and prospective employees may experience uncertainty regarding their future roles, responsibilities, compensation or…

The announcement and pendency of the Merger could cause disruptions in and create uncertainty surrounding our business, which could have an adverse effect on our business, prospects, financial condition and results of…

On June 25, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub.

The proposed acquisition of the Company by Merck KGaA, Darmstadt, Germany may disrupt or adversely affect our business, prospects, financial condition and results of operations.

we are unable to obtain the materials we need at a reasonable price, we may not be able to produce certain of our products or we may not be able to produce certain of these products at a marketable price, which could…

For instance, our use of animal-derived materials in certain products and manufacturing processes subjects us to regulatory, supply chain, quality, and reputational risks that could adversely affect our business.

our operations or the operations of our customers and partners, delay production and shipments, result in theft of our and our customers’ intellectual property and trade secrets, result in disclosure of personally ide…

Political and military conflicts may disrupt our business or negatively impact global economic or business conditions.