TECH · 10-Q/A · 2026Q3 · Full report
Acquisition / Partnership / Divestiture
BIO-TECHNE Corp · 2026-11-12 · Importance 58 · Surprise 42 · No source text
In the fourth quarter of fiscal 2025, Bio-Techne classified assets and liabilities associated with its Exosome Diagnostics business as held for sale, including $4.5 million of allocated goodwill. A fiscal 2025 impairment test resulted in a cumulative $83.1 million impairment charge. In September 2025, the Company agreed to sell the business for approximately $15.0 million, receiving approximately $6.8 million in stock at closing. The buyer’s promissory note requires four annual installments of $2.5 million through September 2029, with up to $5.0 million payable in MDxHealth stock.
Key facts
- If Wilson Wolf achieves its second milestone, BIO-TECHNE's forward contract requires it to pay approximately $1 billion plus potential consideration for revenue above the milestone. source
- Bio-Techne forecasts the second Wilson Wolf option payment of approximately $1 billion plus potential contingent consideration between fiscal 2027 and fiscal 2028. source
- The Wilson Wolf contract requires Bio-Techne to acquire the remaining 80.1% on December 31, 2027; the acquisition may be accelerated if Wilson Wolf meets specified financial milestones, which had not been met as of September 30, 2026. source
- Bio-Techne paid $25 million in fiscal 2022 to enter a two-part forward contract to acquire Wilson Wolf if specified annual revenue or EBITDA thresholds are met. source
- After Wilson Wolf met its EBITDA target in fiscal 2023, Bio-Techne paid $232 million to acquire 19.9% of Wilson Wolf. source
- Bio-Techne and the Exosome Diagnostics buyer entered into a promissory note maturing in September 2029, requiring four annual $2.5 million installments, with up to $5.0 million payable in MDxHealth stock. source
- In the quarter ended September 30, 2025, Bio-Techne entered into an agreement to sell the Exosome Diagnostics business for approximately $15.0 million, receiving approximately $6.8 million in stock at closing. source
- BIO-TECHNE's Wilson Wolf forward contract requires it to acquire the remaining equity interest in Wilson Wolf on December 31, 2027, based on approximately 4.4 times trailing twelve-month revenue. source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| liability | negative | contingent | -5.7% | Bio-Techne forecasts the second Wilson Wolf option payment of approximately $1 billion plus potential contingent consideration between… |
| cash | positive | committed | +0.2% | Bio-Techne and the Exosome Diagnostics buyer entered into a promissory note maturing in September 2029, requiring four annual $2.5 million… |