Offerings - Offering: 1 |
Aug. 21, 2026
USD ($)
shares
|
|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Common Stock (par value of $0.01 per share) |
| Amount Registered | shares | 7,277,203 |
| Maximum Aggregate Offering Price | $ 1,202,605,685.54 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 166,079.85 |
| Rule 457(f) | true |
| Amount of Securities Received | shares | 50,466,038 |
| Value of Securities Received, Per Share | 35.08 |
| Value of Securities Received | $ 1,770,348,613.04 |
| Cash Consideration Paid | 567,742,927.50 |
| Fee Note MAOP | $ 1,202,605,685.54 |
| Offering Note | (1) This registration statement relates to the registration of the maximum number of shares of common stock, par value $0.01 per share, of the registrant ("Repligen common stock") estimated to be issuable by the registrant pursuant to the merger described in this registration statement and the Agreement and Plan of Merger, dated as of July 21, 2026 (the "merger agreement"), by and among the registrant, BioLife Solutions, Inc. ("BioLife") and Bravo Merger Sub, Inc. (2) Represents the maximum number of shares of Repligen common stock estimated to be issuable at the effective time of the merger. The number of shares of Repligen common stock, par value $0.01 per share, being registered is based on (a) (i) 48,924,156 shares of BioLife common stock issued and outstanding, including restricted stock awards, (ii) 1,096,820 shares of BioLife common stock subject to outstanding restricted stock unit awards, (iii) 430,062 shares of BioLife common stock subject to outstanding performance-based restricted stock unit awards, assuming target achievement, and (iv) 15,000 shares of BioLife common stock subject to outstanding stock options, with a weighted-average exercise price of $4.43 per share, multiplied by (b) the exchange ratio of 0.1442 of a share of Repligen common stock for each share of BioLife common stock entitled to receive Repligen common stock in the merger. Pursuant to the merger agreement, if the aggregate number of shares of Repligen common stock to be issued in connection with the merger (including the number of shares of Repligen common stock issuable in respect of the portion of the unallocated share reserve under BioLife's equity plans that Repligen determines to assume) would exceed the maximum number of shares of Repligen common stock that may be issued in connection with the transactions without requiring approval of Repligen's stockholders under Nasdaq Listing Rule 5635, which number shall not exceed 19.9% of the issued and outstanding shares of Repligen common stock immediately prior to the effective time of the merger (the "Maximum Share Number"), then (i) the exchange ratio will be reduced to the minimum extent necessary, rounded down to four decimal places, so that the aggregate stock consideration does not exceed the Maximum Share Number and (ii) the cash consideration will be increased on a per-share basis by an amount equal to (A) the volume-weighted average trading price of one share of Repligen common stock on Nasdaq for the five consecutive trading days ending two trading days immediately preceding the effective time of the merger, multiplied by (B) the difference between the exchange ratio before and after such adjustment, with such amount rounded up to the nearest whole cent. (3) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated in accordance with Rules 457(c), 457(f)(1) and 457(f)(3) under the Securities Act, based on (i) the market value of the estimated maximum number of shares of BioLife common stock that may be canceled and exchanged in the merger (as set forth in the preceding footnote), as established by the average of the high and low sales prices of BioLife common stock on the Nasdaq Global Select Market on August 8, 2026 of $35.08, minus (ii) $567,742,927.50, which is the aggregate amount of cash estimated to be paid by Repligen to BioLife stockholders in the merger. The aggregate amount of cash set forth in clause (ii) of the prior sentence is equal to the product obtained by multiplying (A) $11.25 by (B) the estimated maximum BioLife shares. |