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TECH > SEC Filings for TECH > Form 8-K on 18-Jun-2013All Recent SEC Filings

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Form 8-K for TECHNE CORP /MN/


18-Jun-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry Into a Material Definitive Agreement.

On June 17, 2013, Research and Diagnostic Systems, Inc. ("RDS"), a Minnesota corporation and wholly-owned subsidiary of Techne Corporation, entered into a Share Purchase Agreement (the "Agreement") with the shareholders of Bionostics Holdings Limited, a United Kingdom company ("BHL"), and its subsidiary Bionostics, Inc., a Massachusetts corporation ("Bionostics"), pursuant to which RDS will acquire all of the outstanding stock of BHL.

RDS agreed to acquire the shares of BHL for total consideration of $104 million in cash, of which $13 million will be held in escrow for 18 months to secure indemnity obligations of the shareholders of BHL contained in the Agreement. The purchase price may be adjusted post-closing based on the final level of working capital of Bionostics at closing.

Certain BHL shareholders, other than the institutional shareholders, will be subject to non-compete and non-solicitation obligations for three years following the closing. In connection with the acquisition, RDS will enter into new agreements with key managers of Bionostics.

The closing of the acquisition is subject to the satisfaction of customary closing conditions, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The acquisition is not subject to any financing contingencies.

This description of the Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed herewith as Exhibit 2.1 and incorporated herein by reference.

A copy of the press release announcing the acquisition is filed herewith as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits

2.1 Share Purchase Agreement by and among Research and Diagnostic Systems, Inc., Bionostics Holdings Limited, Bionostics, Inc., the shareholders of Bionostics Holdings Limited, and Harwood Capital, LLP as the Sellers' Representative, dated June 17, 2013.*

99.1 Press Release, dated June 18, 2013.

* Pursuant to Item 601(b)(2) of Regulation S-K, the Exhibits and Schedules to the Share Purchase Agreement (identified therein) have been omitted from this Report and will be furnished supplementally to the SEC upon request.


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