Jun 25 by the numbers
Key metrics from today's SEC filings
2026. 6. 25. · 08:27
Merck KGaA drops $11.3B on Bio-Techne — whale moves Jun 25
Merck KGaA (Germany) bids $11.3B all-cash for Bio-Techne at a 36% premium, extending a 5-day $38.5B biotech M&A run; Nano Dimension files its proxy defense one day late; Mantle Ridge nearly fully exits Dollar Tree.
Merck KGaA (the German pharmaceuticals and life sciences conglomerate, not the US drugmaker) dropped an $11.3 billion all-cash bid for Bio-Techne (TECH) at 8:21 a.m. EDT — a 36% premium over the one-month volume-weighted average — making it the largest fresh filing of the day and the fourth leg of a five-day biotech M&A run totaling $38.5 billion. Elsewhere: Nano Dimension finally filed its DEFC14A one day after the EGM record date; Mantle Ridge completed a near-total exit from Dollar Tree; and Fermi Inc.'s co-founder launched a new proxy fight overnight.
통계 카드를 불러오는 중…
Lead: Merck KGaA to acquire Bio-Techne for $11.3B all-cash
Bio-Techne Corp. (NASDAQ: TECH), a Minneapolis-based life science reagents and instruments company, agreed on June 25 to be acquired by Merck KGaA (DAX: MRK; headquartered in Darmstadt, Germany) for $73.00 per share in cash — an enterprise value of approximately $11.3 billion (€9.9 billion). 1 The offer carries a 36% premium to the one-month volume-weighted average price. 1 TECH shares were quoted up approximately 25% pre-market to around $70.45. 2
Note: Merck KGaA is distinct from Merck & Co. (MRK on NYSE) — the US and German entities split in 1917; only the European Merck KGaA is acquiring Bio-Techne.
Bio-Techne reported net sales exceeding $1.2 billion in fiscal year 2025, with approximately 3,000 employees globally (around 2,300 in the US) across 34 country offices and 15 manufacturing sites. 1 Merck KGaA's Life Science division is acquiring Bio-Techne to expand into recombinant proteins (R&D Systems brand), protein analytical instruments (ProteinSimple), spatial biology (RNAscope), and cell and gene therapy workflows. 1
Merck KGaA CEO Kai Beckmann called the transaction "an important milestone towards delivering on our mid- to long-term strategic agenda." 1 Bio-Techne CEO Kim Kelderman said: "For 50 years, Bio-Techne has enabled scientific breakthroughs across proteomics, spatial biology, and novel therapeutics." 1
Deal structure and timeline:
- Financing: existing Merck KGaA cash plus new debt, maintaining investment-grade credit rating 1
- Expected close: late 2026 or early 2027, subject to TECH stockholder vote and regulatory approvals 1
- Expected EBITDA margin accretion: immediate at close for Life Science and group 1
- Expected EPS accretion: year three post-close 1
- Cost synergies: ~€140 million fully realized by year three post-close 1
- Bio-Techne also holds a 19.9% stake in Wilson Wolf Corporation; Merck KGaA plans to acquire the remainder after 2027 1
Healthcare M&A super-cycle: $38.5B across five trading days
The Bio-Techne deal is the fourth large transaction to hit SEC filings since June 22. All four are all-cash with no financing contingencies. 3
| Target | Acquirer | Deal value | Premium | Status |
|---|---|---|---|---|
| Bio-Techne (TECH) | Merck KGaA (Germany) | ~$11.3B | 36% (1-mo VWAP) | Announced Jun 25 1 |
| Apogee Therapeutics (APGE) | AbbVie | ~$10.9B ($135.11/sh) | Undisclosed | Announced Jun 22 4 |
| Centessa Pharmaceuticals (CNTA) | Eli Lilly | ~$7.8B ($38/sh + CVR) | 40.5% (30-day VWAP) | Closed Jun 24 4 |
| Arcosa (ACA) | CRH plc | ~$8.5B | Undisclosed | Announced Jun 22 3 |
ACA is infrastructure materials, not healthcare; included because it falls in the same five-day M&A window tracked by the research unit. CNTA and APGE premium data sources: CNTA per 8-K at announcement; APGE not independently verified in this window.
Activist and proxy
NNDM finally files DEFC14A — one day after record date
Nano Dimension Ltd. (NASDAQ: NNDM), an Israeli AM/3D-printing company pivoting toward AI health, filed its long-awaited definitive proxy defense statement (DEFC14A) on June 24 at 7:29 p.m. EDT — one day after the June 23 EGM record date. 5 As of the record date, 210,506,899 shares were outstanding and eligible to vote. 5 The special meeting is set for July 31, 2026, at 5:00 p.m. Israel time, in Waltham, Massachusetts. 5
The opposition bloc now stands at approximately 16.8%: Murchinson's June 23 13D/A shows 20,285,000 ADS (9.6%) 6, and Oramed Pharmaceuticals disclosed 15,080,000 shares (7.2%) in a June 17 13D/A. 6 Both are opposing the board's proposed merger with Infinite Epigenetics — a deal that would value the combined entity at roughly $1.3 billion, giving NNDM shareholders a minority stake at net asset value plus a 20% premium. 5
The DEFC14A's six-proposal ballot breaks down as follows:
| Proposal | Board recommendation | Murchinson position |
|---|---|---|
| 1: Non-binding vote to continue strategic alternatives review | FOR | Opposed |
| 2: Declassify the board | FOR | In favor |
| 3: Limit the poison pill | AGAINST | In favor |
| 4: Require shareholder approval for >$50M transactions | AGAINST | In favor |
| 5: Remove Chairman Pons, director Rosensweig, CEO Stehlin | AGAINST | In favor |
| 6: Elect Murchinson's three nominees | AGAINST | In favor |
One board member, Phillip Borenstein, dissented from the board's recommendations on Proposals 1 and 3–6. 5 The board disclosed that approximately 20 companies responded to its strategic alternatives process, 14 submitted letters of intent, and 4 made the final round. 5 Separately, NNDM confirmed the sale of its MarkForged subsidiary to Stratasys for $42.5 million, and the AME/Fabrica unit for up to $12.5 million. 5
The proxy was retained by Innisfree M&A at a fee of $400,000 (estimated total additional proxy costs: $850,000). 5
SEER / Radoff-JEC: definitive proxy filed, board silent on settlement offer
Radoff-JEC Group — comprising Bradley L. Radoff, Michael Torok, and related entities holding approximately 7.7% (4,277,528 shares) of Seer Inc. (NASDAQ: SEER), a proteomics platform company — filed a DFAN14A definitive proxy on June 24 at 4:00 p.m. EDT, using a white universal proxy card for the July 28 annual meeting. 7
The group is nominating three directors — Howard H. Berman, Ph.D., Joshua S. Horowitz, and Luis E. Rinaldini — against incumbent Omid Farokhzad (CEO/Chair), Terrance McGuire, and Dipchand Nishar. 7
The group's proxy statement charges Farokhzad with destroying "more than $1 billion in investor capital across five separate companies" and notes a -97.0% share price decline since Seer's December 2020 IPO, alongside cumulative losses exceeding $465 million and near-$37 million in CEO compensation. 7 On June 15, the group offered to purchase 20 million shares at $2.50 per share in exchange for dropping the proxy contest; the board has not responded. 7 Radoff-JEC stated: "the Board has still not responded to our settlement offer — which it requested in the first place — demonstrating that its priority is not delivering value or governance improvements for stockholders." 7
Fermi Inc. (FRMI) — founder launches proxy fight
Toby Neugebauer, co-founder and largest individual shareholder of Fermi Inc. (FRMI) — an early-stage nuclear energy and technology company — filed a DFAN14A on June 25, seeking a special shareholder meeting and nominating seven fully independent directors: David A. Daglio, Charles M. Elson, Sheila Hooda, John T. Jimenez, Juan A. Pujadas, and Janet Yang. 8
Neugebauer beneficially owns 146,516,035 shares, held via Vicksburg Investments Management LLC (44,656,376 shares), a family trust (94,359,659 shares), and 7,500,000 vested RSUs. 8
In his shareholder letter, Neugebauer stated: "I have a high degree of confidence a tenant deal will be announced soon." 8 He also said: "The proxy was never about a tenant. It was about restoring normal governance to Fermi, ensuring all strategic alternatives are honestly evaluated, and giving every shareholder the best risk-adjusted outcome." 8 Among the governance failures he cites: a 70% supermajority threshold, committee decisions made outside of public board meetings, and rule changes mid-campaign. He claims three major banks — including two "Elon Musk-preferred banks" — have contacted his bankers on behalf of more than seven interested parties. 8
No special meeting date has been set.
Oportun (OPRT) / Radoff — standstill signed, two directors retire
Oportun Financial Corp. (NASDAQ: OPRT), a consumer fintech lender, reached a cooperation agreement on June 24 with Bradley L. Radoff and the Radoff Family Foundation. 9 Terms: two Class I directors retire at the 2026 annual meeting; Radoff agrees to a 4.9% ownership cap and votes with the board through the 2028 nomination deadline. Oportun will reimburse Radoff's reasonable legal fees. 9 Radoff is also the lead activist at SEER (proxy vote July 28) and has previously been active in FRMI governance discussions.
Notable ownership changes
Mantle Ridge exits Dollar Tree — down to 0.1%, Hilal stays on board
Mantle Ridge LP, the activist fund led by Paul C. Hilal, effectively closed its position in Dollar Tree Inc. (NASDAQ: DLTR) on June 24. 10
The unwind was a fund-lifecycle event, not a market-driven sale: Mantle Ridge distributed 10,476,108 DLTR shares in-kind to limited partners who elected to receive stock, and separately sold 2,230,455 shares on the open market at $111.31 per share under Rule 144 for limited partners who elected cash. 10 All remaining derivative agreements — a Deemed PSF covering 934,341 shares and a Deemed CSF covering 9,655,604 shares — were terminated at the $111.31 reference price. 10
After the transaction, Mantle Ridge LP and MR Cobalt Advisor LLC each hold 209,944 shares, representing approximately 0.1% of Dollar Tree's 192,174,588 shares outstanding. 10 The 13D/A states the reporting persons "ceased to be beneficial owners of more than 5% of the Issuer's outstanding shares of Common Stock." 10
Paul Hilal continues to serve on Dollar Tree's board of directors. 10 Mantle Ridge's management framework agreement at DLTR dates to March 8, 2022.
Secondary ownership disclosures
BW Group trims Navigator Holdings to 9.87%. BW Group Limited (Bermuda) filed a Schedule 13D/A Amendment No. 4 on June 25, reporting 6,089,011 NVGS shares (9.87%) after selling through open-market trades between May 20 and June 24 at prices between $21.83 and $23.92 per share. 11 BW Group retains sole voting and dispositive power over all shares.
Fund 1 / CTRN rebalance, retains 21.9%. Fund 1 Investments, LLC (managed by Pleasant Lake Partners) sold 750,000 Citi Trends (CTRN) shares at $56.50 on June 24, generating approximately $42.4 million. 12 After the sale, Fund 1 holds 1,823,486 shares (21.9%) and described the move as portfolio rebalancing, stating continued confidence in CTRN's strategic direction. 12
GreenTech Investment Alliance takes passive 6.62% in Ryde Group. GreenTech Investment Alliance Ltd. (British Virgin Islands) filed an initial 13G disclosing 9,926,872 Ryde Group (NASDAQ: RYDE) Class A shares (6.62% of Class A; 5.85% combined voting) as a passive investment. 13 Ryde is a Singapore-based mobility super-app (ride-hailing and instant retail) that reported Q1 2026 revenue of S$3.77 million (+38% year-over-year). CEO Terence Zou controls roughly 56.7% of total voting power through a 10-votes-per-share Class B structure. 13
LakeShore Biopharma goes private at $0.066/share. LakeShore Biopharma Co., Ltd (OTC: LSBCF) completed its cash merger with Oceanpine Skyline Inc. on June 24, at $0.066 per share (reduced from the original $0.90 per share). 14 All 16 reporting entities — including Oceanpine Capital, Adjuvant Capital, and Superstring Capital — filed a 13D/A Amendment No. 7 reporting 0% ownership. The company filed Form 15-12G to terminate SEC reporting obligations; OTC Pink trading will cease. Warrant holders receive $0.0066 per warrant after paying the $11.50 exercise price. 14
AMC closes $200M stock offering, redeems 2027 notes
AMC Entertainment Holdings (NYSE: AMC) completed a registered direct offering of 95,250,000 Class A shares at $2.10 per share on June 24, raising total gross proceeds of approximately $200 million. 15 Net proceeds after Roth Capital Partners' 5.5% placement fee: approximately $189 million. The proceeds are earmarked to redeem all $125,471,000 of AMC's 6.125% Senior Subordinated Notes due 2027 at par plus accrued interest. 15 This eliminates approximately $7.7 million in annual cash interest expense and extends AMC's nearest major debt maturity beyond 2029. 15
Post-offering shares outstanding: approximately 892,604,638 (up from ~797,354,638 pre-offering, a ~12% dilution). The buyer identity is not disclosed in the 8-K. 15 AMC management noted in the filing that even with these actions, future cash flows "may still prove insufficient, potentially leading AMC to pursue an in-court or out-of-court restructuring." 15
Triller Group acquires $411M SpaceX position
Triller Group Inc. (NASDAQ: ILLR), a social entertainment company, signed a definitive membership interest purchase agreement on June 23 to acquire 100% of a Bahamas investment vehicle that holds economic exposure to 3,917,185 SpaceX Class A shares through Fortune Offshore Fund – Gigafund. 16 Purchase price: $411,304,425 ($105 per share equivalent), financed via a secured arrangement using the SpaceX position as collateral. 16 Outside closing date: July 22, 2026; funds held in escrow until close. The transaction is subject to Triller's own due diligence and is not guaranteed.
CEO Wing-Fai Ng described the deal as "a transformational step for our Company. SpaceX is one of the most extraordinary companies of our generation, and we are securing meaningful exposure to it at a compelling entry point." 16 The SpaceX shares are unregistered securities and will transfer via Section 4(a)(1½) private resale.
Aegon files 425 for US redomicile as Transamerica Inc.
Aegon Ltd. (Euronext: AEG), a Dutch insurance and asset management group, filed a 425 on June 25 disclosing its plan to redomicile from the Netherlands to Delaware and rename itself Transamerica Inc. 17 Transamerica currently accounts for approximately 80% of Aegon's operations and serves more than 10 million US customers. 17
Key structural changes: Vereniging Aegon's Class B shares convert at 40:1 into ordinary shares, aligning its voting power with its approximately 18.4% economic interest; VA will donate €500 million to a new Dutch charitable foundation (Stichting Aegon Fonds Nederland). 17 Target completion: January 2028. EGM shareholder vote: Q4 2026. 17 Aegon UK is being sold to Standard Life (expected close: end of 2026); a $500 million senior unsecured note has already been placed to establish a US debt curve. 17 Aegon will maintain its Euronext listing and pursue a concurrent NYSE listing.
Watch list
Items from prior sessions with no new filings in the Jun 24–25 window:
| Ticker | Situation | Last filing | Next catalyst |
|---|---|---|---|
| JHG | Trian/General Catalyst $52/sh take-private; closes Jun 30 | 8-K Jun 18 (all approvals cleared) 18 | Form 25 NYSE delist notice; Form 8-K close confirmation |
| GME/EBAY | GME $125/sh hostile eBay bid; eBay board silent | 425 Jun 24 19 | eBay 8-K board rejection or engagement signal |
| MSTR | BTC purchase window Jun 22–28 open; last buy was 520 BTC at $34.9M on Jun 22 | 8-K Jun 22 20 | New 8-K before Jun 28 window close; 847,363 BTC held at avg cost $75,651 |
| GOSS | D.E. Shaw 9.5% (46.5M sh); settlement 8-K overdue by 8 days | 8-K Jun 17 (exchange results) 21 | Long-overdue settlement 8-K |
| DELL | Silver Lake 13D/A #15 missing since Jul 2024; conversions continuing | Form 4 Jun 24 22 | 13D/A or further B→C conversion announcements |
| INMD | CEO-led $16.20/sh take-private; special committee formed | 6-K Jun 24 | Special committee recommendation or competing bid |
| NUVL | GSK $124/sh tender offer launched Jun 24; HSR pending | SC TO-T Jun 24 23 | Tender results; HSR clearance |
| SEER | Radoff-JEC proxy contest; annual meeting Jul 28 | DFAN14A Jun 24 7 | SEER board response to settlement offer; proxy vote Jul 28 |
| EQS | Horberg 5.61% activist; annual meeting Jun 30 | 13D Jun 23 | Annual meeting Jun 30 — 5 days out |
| APGE | AbbVie $135.11/sh; HSR pending | 8-K Jun 22 4 | Combined proxy/S-4 filing; HSR clearance |
COVR = coverage window. JHG Form 25 timing: NYSE rules require at least 10 days notice; with 5 days to Jun 30 close, a Form 25 filed today would create a compressed 5-day delist period. Possible the Form 25 arrives Friday Jun 27. 18
Cover image: AI-generated illustration.
참고 출처
- 1Merck to acquire Bio-Techne (NASDAQ: TECH) in $11.3B all-cash deal at 36% premium
- 2Bio-Techne (TECH) Stock Price, Quote, News & History
- 3Today's SEC Filings – Latest 10-K, 10-Q, 8-K Forms
- 4APGE SEC Filings – StockTitan
- 5Nano Dimension Ltd. – Definitive Proxy Statement (DEFC14A)
- 6NNDM SEC Filings – Nano Dimension 10-K, 10-Q, 8-K Forms
- 7Radoff-JEC seeks Seer board seats (NASDAQ: SEER) in proxy contest
- 8Fermi proxy push for Special Meeting and board slate
- 9Oportun (NASDAQ: OPRT) strikes standstill deal with Radoff Parties
- 10Dollar Tree (NASDAQ: DLTR) sees Mantle Ridge unwind large stake, keep board role
- 11BW Group trims Navigator Holdings (NYSE: NVGS) stake, now at 9.87%
- 12Fund 1 maintains 21.9% Citi Trends (CTRN) stake after portfolio rebalancing
- 13GreenTech holds 6.62% stake in Ryde Group (NASDAQ: RYDE)
- 14Cash merger takes LakeShore Biopharma (LSBCF) private at $0.066
- 15AMC Entertainment (NYSE: AMC) raises $200M to redeem 2027 subordinated notes
- 16Triller Group to acquire $411M SpaceX exposure
- 17Aegon to Redomicile as Transamerica Inc., Targets US Shift
- 18JHG SEC Filings – Janus Henderson 10-K, 10-Q, 8-K Forms
- 19GME SEC Filings – Gamestop Corp 10-K, 10-Q, 8-K Forms
- 20MSTR SEC Filings – Strategy Inc 10-K, 10-Q, 8-K Forms
- 21GOSS SEC Filings – Gossamer Bio 10-K, 10-Q, 8-K Forms
- 22DELL SEC Filings – Dell Technologies 10-K, 10-Q, 8-K Forms
- 23NUVL SEC Filings – StockTitan
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