BioLife Solutions (BLFS) Proxy filing summary

Executive summary

• A definitive merger agreement was signed on July 21, 2026, for a two-step merger in which BioLife will become a wholly owned subsidiary of Repligen, with BioLife stockholders receiving both cash and Repligen stock as consideration.

• The merger consideration for each BioLife share is $11.25 in cash and 0.1442 shares of Repligen common stock, with cash paid in lieu of fractional shares.

• The BioLife board, with one director recused, unanimously recommends voting in favor of the merger, the related executive compensation, and the potential adjournment of the special meeting if needed.

• The special meeting for BioLife stockholders to vote on the proposals is scheduled for October 5, 2026, and only stockholders of record as of September 3, 2026, are eligible to vote.

• The merger is expected to close in the fourth quarter of 2026, subject to regulatory and stockholder approvals.

Voting matters and shareholder proposals

• Stockholders will vote on three proposals: adoption of the merger agreement, an advisory vote on merger-related executive compensation, and adjournment of the special meeting if necessary.

• Approval of the merger requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of votes cast.

• Failure to vote or abstentions count as votes against the merger proposal but have no effect on the other two proposals.

• Appraisal rights are available for dissenting stockholders who follow strict procedures.

Board of directors and corporate governance

• The BioLife board, with one director recused due to a conflict, unanimously determined the merger is fair and in the best interests of stockholders.

• The board considered strategic alternatives, market conditions, and the results of a competitive process before recommending the merger.

• Directors and executive officers collectively own about 2.5% of BioLife shares and are expected to vote in favor of the proposals.