UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 27, 2020

REPLIGEN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-14656	04-2729386
(State or Other Jurisdiction<br> <br>of Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)

41 Seyon Street, Bldg. 1, Suite 100, Waltham, MA 02453

(Address of Principal Executive Offices) (Zip Code)

(781) 250-0111

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, par value $0.01 per share	RGEN	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.	Regulation FD Disclosure.

On October 27, 2020, Repligen Corporation (the “Company”) issued a press release announcing (i) the Company’s entry into an agreement to consummate the ARTeSYN Transactions described in Item 8.01, and (ii) the Company’s acquisition of Non-Metallic Solutions, Inc. (“NMS”), pursuant to a Stock Purchase Agreement, dated October 15, 2020, with NMS, William T. Malloneé and Derek Masser. A copy of this press release is attached to this Current Report on Form 8-K and furnished as Exhibit 99.1.

On October 27, 2020, the Company made available an Investor Presentation relating to the ARTeSYN Transactions under “Investor Presentations & Events” in the Investors section of the Company’s website at www.repligen.com. A copy of this Investor Presentation is attached to this Current Report on Form 8-K and furnished as Exhibit 99.2.

The information in this Item 7.01 of this Form 8-K and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall any of it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01.	Other Events.

On October 27, 2020, the Company executed an Equity and Asset Purchase Agreement (the “Purchase Agreement”) with Third Creek Holdings, LLC (the “Stockholder”), ARTeSYN Biosolutions Holdings Ireland Limited (“ARTeSYN”), Alphinity, LLC (“Alphinity”, together with the Stockholder, the “ARTeSYN Sellers”), and Michael Gagne, solely in his capacity as the securityholder representative, to acquire all of the shares of ARTeSYN and certain assets of Alphinity that are related to the business of ARTeSYN (such transactions, the “ARTeSYN Transactions”).

At the closing of the ARTeSYN Transactions, the Company will pay to the Sellers an aggregate purchase price of approximately $200 million, comprised of approximately $130 million in cash and approximately $70 million in Repligen common stock, subject to certain adjustments (“Consideration”). A portion of the Consideration will be contributed to a third-party escrow fund against which the Company may make indemnification claims.

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
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99.1	Press Release by Repligen Corporation, dated October 27, 2020.
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99.2	Investor Presentation furnished by Repligen Corporation.
104	Cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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.

	REPLIGEN CORPORATION
Date: October 27, 2020	By:	/s/ Tony J. Hunt
		Tony J. Hunt
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Repligen Corporation<br> <br>41 Seyon Street<br><br><br>Building #1, Suite 100<br> <br>Waltham, Massachusetts 02453

Repligen Corporation Announces Agreement to Acquire Bioprocess Systems Innovator ARTeSYN Biosolutions and Completes Acquisition of Non-Metallic Solutions

•	Proposed ARTeSYN acquisition adds gold standard single-use downstreambioprocessing systems
•	Advances Repligen’s Systems strategy in Filtration and Chromatography, complementing TangenX ^®^ Flat Sheet cassettes and OPUS ^®^ PPC
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•	Completes acquisition of Non-Metallic Solutions(NMS), complementing our recent acquisition of EMT and further strengthens our single-use flow paths, durable plastics and assembly portfolio
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WALTHAM, MA, October 27, 2020 — Repligen Corporation (NASDAQ:RGEN), a life sciences company focused on bioprocessing technology leadership, today announced that it has entered into a definitive agreement to acquire privately-held ARTeSYN Biosolutions (“ARTeSYN”) for approximately $200 million, comprised of approximately $130 million in cash and approximately $70 million in Repligen common stock. ARTeSYN Biosolutions is projected to generate approximately $30 million in revenue (pro forma) in 2020, led by the success of its single-use chromatography and filtration systems which are considered the gold standards in downstream bioprocessing due to their performance, automation and low hold-up volumes. The proposed acquisition of ARTeSYN, combined with the recent acquisitions of Engineered Molding Technologies (“EMT”) and Non-Metallic Solutions (“NMS”) further establishes Repligen as a premier player in single-use systems and associated integrated flow path assemblies.

ARTeSYN Biosolutions is expected to contribute approximately $33 to $36 million in revenue in 2021 and be breakeven to Repligen’s adjusted earnings per share in 2021, and accretive in 2022. Non-Metallic Solutions is expected to contribute approximately $5 million in revenue in 2021 and be accretive to Repligen’s adjusted earnings per share in 2021.

Over the past decade, ARTeSYN Biosolutions has established downstream processing leadership with a suite of state of the art single-use systems for chromatography, filtration, continuous manufacturing and media/buffer prep workflows. In addition, the Company has integrated unique flow path assemblies utilizing EMT’s silicone extrusion and molding technology, to deliver highly differentiated, low hold-up volume systems that minimize product loss during processing.

Tony J. Hunt, President and CEO of Repligen said, “The addition of ARTeSYN Biosolutions and Non-Metallic Solutions further strengthens our Systems offering. The ARTeSYN portfolio expands on the market success of our hollow fiber systems and complements our market leading chromatography and TFF filtration product lines. We are excited to welcome the ARTeSYN Biosolutions and the Non-Metallic Solutions teams to Repligen and we look forward to further developing and integrating their highly differentiated single-use solutions into our portfolio.”

Michael Gagne, Founder and CXO of ARTeSYN Biosolutions said, “We have made tremendous progress over the last four years as we introduced automated, highly efficient chromatography and filtration systems with unique flow path designs. We are at a point now where we need to scale again and believe Repligen is the best partner to grow with. We look forward to driving expanded, global adoption of our products, and continuing to advance innovative single-use systems and flow paths as gold standards in the industry”.

Approvals and Financing

The acquisition of ARTeSYN Biosolutions is expected to be completed during the fourth quarter of 2020, subject to the satisfaction of customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. To fund the transaction, Repligen intends to use its cash on hand, which totaled approximately $560 million at June 30, 2020.

Perella Weinberg Partners LP is acting as financial advisor and Goodwin Procter LLP is serving as legal counsel to Repligen. EC M&A is acting as financial advisor and Peter Taylor Law (as lead counsel) and Enterprise Counsel Group (as deal counsel) are serving as legal counsel to ARTeSYN BioSolutions.

About Repligen Corporation

Repligen Corporation is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that increase efficiencies in the process of manufacturing biological drugs. We are inspiring advances in bioprocessing for the customers we serve; primarily biopharmaceutical drug developers and contract development and manufacturing organizations (CDMOs) worldwide. Our corporate headquarters are located in Waltham, MA (USA), and we have additional administrative and manufacturing operations in Rancho Dominguez, CA; Marlborough and Auburn, MA; Bridgewater, NJ; Clifton Park, NY; Dallas, TX; Ravensburg, Germany; Breda, the Netherlands and Lund, Sweden.

About ARTeSYN Biosolutions

ARTeSYN Biosolutions is a privately-held company with corporate headquarters in Waterford, Ireland, and additional locations in the United States and Estonia. The company has grown rapidly as its products have become integral to a variety of downstream bioprocessing systems. Its suite of single-use solutions have been created with the goal of enabling “abundance in medicine” by allowing 10x greater efficiency in biologics manufacturing. The ARTeSYN Biosolutions team has created a number of solutions targeting the single-use space from single-use valves with fully disposable valve liners, XO^®^ skeletal supports, a hybrid small parts offering for de-bottlenecking traditional facilities, and fully automated SU process systems that have quickly become leading solutions in the bioprocessing industry.

About Non-Metallic Solutions

Non-Metallic Solutions (NMS), a privately-held company based in Auburn, MA, specializes in plastic fabrication, assembly, standard thermoplastic tanks, as well as rotational molding (rotomolding) expertise. NMS primarily services the biopharmaceutical industry, offering quality products such as USP Class VI polypropylene process vessels, standard or custom-designed mixing bag retainers, custom-machined manifolds, concentric reducers, and a wide range of optimum performance tubing, fittings, accessories and components. NMS provides value-added modifications to customers’ existing product lines, and for new product designs and development.

Forward-Looking Statements

The following constitutes a “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements, which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that statements in this press release which are not strictly historical statements, constitute forward-looking statements, including, without limitation, express or implied statements or guidance regarding the expected results of the ARTeSYN Biosolutions and NMS acquisitions on Repligen’s future financial performance, including the accretive nature of these acquisitions and expected synergies following these acquisition, customer adoption of ARTeSYN Biosolutions and NMS’ products, the expected expansion of Repligen’s product lines, the anticipated funding for the ARTeSYN Biosolutions acquisition, the timing of the closing of the ARTeSYN Biosolutions acquisition, and other statements identified by words like “believe,” “expect,” “may,” “will,” “should,” “seek,” “anticipate,” or “could” and similar expressions. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation, risks associated with: the risk that the proposed acquisition may not be completed in a timely manner, or at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the ARTeSYN Biosolutions acquisition; our ability to integrate ARTeSYN Biosolutions and NMS’ businesses and personnel and to achieve expected synergies; our ability to maintain or expand the historical sales of ARTeSYN Biosolutions or NMS; our ability to accurately forecast these acquisitions, related restructuring costs and allocation of the purchase prices, goodwill and other intangibles acquisition related and other asset adjustments; our ability to develop and commercialize products and the market acceptance of our products; reduced demand for single-use or disposable bioprocessing products that adversely impacts our future revenues, cash flows, results of operations and financial condition; our volatile stock price; and other risks detailed in Repligen’s most recent Annual Report on Form 10-K on file with the Securities and Exchange Commission and the other reports that Repligen periodically files with the Securities and Exchange Commission. Actual results may differ materially from those Repligen contemplated by these forward-looking statements. These forward looking statements reflect management’s current views and Repligen does not undertake to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date hereof except as required by law.

Repligen Contact:

Sondra S. Newman

Global Head of Investor Relations

(781) 419-1881

investors@repligen.com

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EX-99.2

Repligen Announces Agreement to Acquire ARTeSYN Biosolutions Tony J. Hunt, President and CEO October 27th, 2020 Jon K. Snodgres, CFO Exhibit 99.2

Safe Harbor This presentation contains forward looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are subject to risks and uncertainties which may cause our plans to change or actual results to differ materially from those anticipated. In particular, unforeseen events outside of our control may adversely impact future results. Additional information concerning these factors is discussed in our reports filed with the Securities and Exchange Commission including recent Form 8-Ks and our most recent Annual Report on Form 10-K. The forward looking statements in this presentation reflect management’s current views and may become obsolete as a result of new information, future events or otherwise. We may not update such forward looking statements to reflect a change of events or circumstances that occur after the date hereof, except as required by law. The industry and market data contained in this presentation are based on management’s own estimates, independent publications, government publications, reports by market research firms or other published independent sources, and, in each case, are believed by management to be reasonable estimates. Although we believe these sources are reliable, we have not independently verified the information.

Strategic Move to Expand Single-Use Bioprocessing Systems, Components and Flow Paths Gold Standard in Single-Use Systems ARTeSYN Biosolutions is an innovator and a market leader in fully automated cGMP single-use Chromatography, Filtration and Buffer/Media Prep Systems and Flow Paths Complements, Expands RGEN’s Systems Portfolio beyond Hollow Fiber Filtration Adds Systems for Flat sheet Filtration, Chromatography and Buffer Prep Adds leading innovator in downstream continuous manufacturing Future integration of FlowVPE to further differentiate RGEN Systems Expands Total Addressable Market Adds ~$0.2B to addressable market bringing total to ~$3.2B Addresses all biologic types mAbs rProteins Vaccines Cell & Gene Therapy Vertical Integration with EMT and ProConnex® EMT key provider of silicone liners and assemblies (July 2020) Complements and expands ProConnex flow paths Full control of supply chain Foundation for Systems in Gene Therapy Filtration and Chromatography solutions Very low hold up volumes - minimizes product losses and differentiates versus competition Meets Repligen’s M&A Criteria Highly differentiated technology Addresses gaps in Filtration and Chromatography Systems Strong revenue growth Accretive to adj. EPS in 2022 Market leader, SU innovator, Expands RGEN Systems, Accretive 2022

ARTeSYN BioSolutions Meets Repligen’s Acquisition Criteria Technology leadership in bioprocessing A gold standard in Single-Use Systems design and performance, highly differentiated Strengthens and expands Repligen portfolio Addresses gap in Filtration with TFF Flat Sheet System Expands Systems portfolio Filtration, Chromatography, Media/Buffer Prep, Custom Continuous Manufacturing Supply chain control Integrates EMT and ProConnex flow paths in Systems portfolio Operational and commercial leverage ARTeSYN has minimal salesforce today - leverage Repligen’s commercial team Strong operational synergies in Systems and Flow Path assemblies Growing revenues, improving margins as ARTeSYN business expands 2021 focus on building commercial and expanding pipeline opportunities Leveraging EMT – expands margins and secures the supply chain for key components Expected to be breakeven to adjusted EPS in 2021 and accretive in 2022 ~$200M purchase (~$130M cash, $70M shares), 6x-7x 2020e Revenue

Headquarters: Waterford, Ireland Founded: 2015 by Michael Gagne Employees: 130 Headquarters: Waterford, Ireland Manufacturing: US (CA), Ireland, Estonia Sales offices: US Distributors: US, EU https://www.artesynbiosolutions.com Products snapshot Single-Use Systems supports 15L-2000L Lab-scale through cCMP manufacturing Fully automated Systems for Filtration, Chromatography and Buffer/Media Prep Low hold-up volumes Precision and accuracy in gradient elution Single-Use Consumables incl. Smart Valves and Liners, Flow Paths Customer Call Points Process Development Manufacturing Biopharma & CDMOs ARTeSYN BioSolutions Company Profile Accelerated revenue growth in 2020 Chromatography Filtration Revenue ($Ms) State of the Art Filtration and Chromatography Systems Customizable, Easy to Use, Flexible

ARTeSYN Biosolutions Revenue Sources BioProcess Systems & Flow Paths ~50% Components and Consumables - ~50% TFF Filtration Systems Chromatography Systems Buffer/Media Prep Systems Over Molded Tubing Sets from EMT Single-Use Flow Paths Valves, Valve Liners, Flow Path Exoskeletons Total Projected Revenue ~$30M in 2020

Favorable Financial Impact of ARTeSYN Biosolutions Acquisition Expected to add approximately $33M-$36M of revenue in 2021E Gross margins currently below Repligen corporate average with goal of >50% in 2021 2021 investment focus: commercial integration and commercial pipeline build out Expected to be breakeven on adj. EPS in 2021E, accretive in 2022E Projected revenue synergies of ~$10M over the three-year period starting 2021

Questions? Contact Investor Relations investors@repligen.com 781-250-0111