UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2013
TECHNE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Minnesota 0-17272 41-1427402
(State or Other Jurisdiction (Commission I.R.S. Employer
of Incorporation) File Number) Identification No.)
614 Mckinley Place NE
Minneapolis, MN 55413
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (612) 379-8854
Not Applicable
(Former Name or Former Address, if changed since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any
of the following provisions:
/ / Written communications pursuant to Rule 425 under the Securities Act
17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On July 22, 2013, R&D Systems, Inc. ("R&D Systems"), a
Minnesota corporation and wholly-owned subsidiary of Techne Corporation,
acquired all of the outstanding stock of Bionostics Holdings Limited ("BHL"), a
United Kingdom company from the shareholders of BHL. Through the
acquisition of BHL, R&D Systems also acquired BHL's subsidiary Bionostics, Inc.,
a Massachusetts corporation ("Bionostics").
R&D Systems acquired the shares of BHL for total consideration of
approximately $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 Share Purchase Agreement for the acquisition. The purchase
price may be adjusted post-closing based on the final level of working capital
of Bionostics at closing.
A copy of the press release announcing the acquisition is filed
herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
99.1 Press Release, dated July 22, 2013.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TECHNE CORPORATION
Date: July 23, 2013 By: /s/ Charles R. Kummeth
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Charles R. Kummeth
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated July 22, 2013.