Acquisition of Engineered Molding Technology

On June 26, 2020, the Company entered into a Membership Interest Purchase Agreement with Engineered Molding Technology LLC (“EMT”), a New York limited liability company, and Michael Pandori and Todd Etesse, the legal and beneficial owners of EMT, to purchase EMT, which transaction subsequently closed on July 13, 2020 (the “EMT Acquisition”).

EMT, which is headquartered in Clifton Park, New York, is an innovator and manufacturer of

single-use

silicone assemblies and components used in the manufacturing of biologic drugs. EMT’s standard and customer molding and over-molded connectors and silicone tubing products are key components in

single-use

filtration and chromatography systems.

EMT’s

products will complement and expand Repligen’s

single-use

product offerings.

The Company will account for the EMT Acquisition as a purchase of a business under the acquisition method of accounting and has engaged a third-party valuation firm to assist with the valuation of the business acquired. The estimated purchase price allocation for the EMT

Acquisition

will be included in the Quarterly Report on

Form 10-Q

for the quarter

ended September 30,

2020.

Early Compliance to Amendments of the Regulation

S-X

Rules for Accounting for Acquired Businesses

On May 21, 2020, the SEC announced that it would adopt amendments to the financial disclosure requirements for acquisitions and dispositions of businesses in

Rules 3-05,

3-14,

8-04,

8-05,

8-06,

and Article 11 of Regulation

S-X,

all of which relate to financial statement disclosure requirements. In conjunction with the changes to amendments to these rules, the SEC also amended the significance tests in the “significant subsidiary” definition in

Rule 1-02(w),

Securities Act Rule 405, and Exchange Act

Rule 12b-2

to improve their application and to assist registrants in making more meaningful determinations of whether a subsidiary or an acquired or disposed of business is significant.

Specific changes to the significance test include changes to the investment test component, which compares the registrant’s and its other subsidiaries’ investment in and advances to the tested subsidiary to the registrant’s aggregate worldwide market value if available, instead of the registrant’s total assets on a consolidated basis under the unamended Rule. The amendments also changed the income test component by adding a revenue component to it.

The amendments will be effective on January 1, 2021. However, voluntary compliance with the final amendments will be permitted in advance of the effective date. As a result of the EMT Acquisition on July 13, 2020, the Company voluntarily adopted the amendments prior to their effective date and determined the acquired business, EMT, is not a significant subsidiary and therefore no separate financial statements are required.