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Acquisitions
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions
4.
Acquisitions

2025 Acquisition

908 Devices Inc. Bioprocessing Analytics Portfolio

On March 4, 2025, the Company completed its acquisition of 908 Devices Inc.’s (“908 Devices”) desktop portfolio of four devices for bioprocessing process analytical technology applications (“PAT Portfolio”, together with 908 Devices, the “908 Devices PAT Portfolio”). In connection with the transaction, Repligen also acquired facilities, employees, equipment and lease obligations for facilities in North Carolina and Braunschweig, Germany as well as certain working capital balances related to the PAT Portfolio. This transaction is referred to as the 908 Devices PAT Portfolio acquisition.

Consideration Transferred

The Company accounted for the 908 Devices PAT Portfolio acquisition as a purchase of a business under Accounting Standards Codification (“ASC”) 805, “Business Combinations.” Under the securities and asset purchase agreement, the PAT portfolio and associated net assets were acquired for cash consideration of $70.3 million, subject to a working capital adjustment to be finalized in a future period. The assets acquired and liabilities assumed were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company.

Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which such costs are incurred. The Company has incurred $12.5 million of transaction and integration costs associated with 908 Devices from the date of acquisition to December 31, 2025. The transaction and integration costs are included in operating expenses in the consolidated statements of comprehensive income or loss.

Fair Value of Net Assets Acquired

The preliminary purchase price allocation is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. As of December 31, 2025, the purchase accounting for this acquisition has not been finalized and has been recorded on a provisional basis. As additional information becomes available, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period. The Company expects to finalize this determination during or before the quarter ending March 31, 2026.

The components and estimated allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents

 

$

191

 

Accounts receivable

 

 

1,110

 

Inventory

 

 

6,946

 

Prepaid expenses and other current assets

 

 

651

 

Property and equipment

 

 

1,698

 

Operating lease right of use assets

 

 

2,552

 

Other assets, long-term

 

 

41

 

Customer relationships

 

 

5,040

 

Developed technology

 

 

6,910

 

Trademark and tradename

 

 

1,660

 

Goodwill

 

 

50,177

 

Accounts payable

 

 

(208

)

Accrued liabilities

 

 

(542

)

Operating lease liabilities

 

 

(2,552

)

Deferred revenue

 

 

(2,366

)

Deferred tax liability

 

 

(1,011

)

Fair value of net assets acquired

 

$

70,297

 

During the three months ended December 31, 2025, measurement period adjustments were driven by changes in both pre-acquisition prepaid taxes and tax liabilities.

Acquired Goodwill

The provisional goodwill of $50.2 million represents future economic benefits expected to arise from anticipated synergies from the integration of the 908 Devices PAT Portfolio into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the 908 Devices PAT Portfolio acquisition. Goodwill is calculated based on the acquired assets in the United States and Germany. Goodwill related to the United States of $39.6 million is deductible for income tax purposes. The goodwill of $10.6 million related to Germany is nondeductible for income tax purposes.

Intangible Assets

The following table sets forth the components of the identified intangible assets associated with the 908 Devices PAT Portfolio acquisition and their estimated useful lives:

 

 

Useful life

 

Fair Value

 

 

 

 

 

(Amounts in thousands)

 

Customer relationships

 

8 - 9 years

 

$

5,040

 

Developed technology

 

10 - 12 years

 

 

6,910

 

Trademark and tradename

 

13 - 14 years

 

 

1,660

 

 

 

 

 

$

13,610

 

2024 Acquisition

Tantti Laboratory Inc.

On December 2, 2024, the Company's subsidiary, Repligen Sweden AB, acquired Tantti from the former shareholders of Tantti (“Tantti Seller”) pursuant to a share swap agreement, dated as of July 27, 2024 (such acquisition, the “Tantti Acquisition” and such agreement, the “Share Swap Agreement”), by and among Repligen Sweden AB, the Tantti Seller and the Company, in its capacity as guarantor of the obligations of Repligen Sweden AB under the share purchase agreement (the “Share Purchase Agreement”).

Tantti Laboratory Inc. (“Tantti”), headquartered in Taoyuan City, Taiwan, has developed a unique portfolio of macroporous chromatography beads to optimize the purification of new modalities including viral vectors, viruses, nucleic acids and other large molecule biologics. The addition of Tantti further strengthens our portfolio in the new modality space.

Consideration Transferred

The Company accounted for the Tantti Acquisition as a purchase of a business under ASC 805. Under the Share Swap Agreement, all outstanding equity interests of Tantti were acquired for consideration with a value totaling $75.1 million. The Tantti Acquisition was funded through payment of $55.4 million in cash and contingent consideration with an estimated fair value of $19.7 million as of the acquisition date. The assets acquired and liabilities assumed were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company.

Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company incurred $4.7 million of transaction and integration costs associated with the Tantti Acquisition from the date of acquisition to December 31, 2025, of which $3.1 million were incurred during the year ended December 31, 2025. The transaction costs are included in operating expenses in the consolidated statements of comprehensive income or loss.

Fair Value of Net Assets Acquired

The purchase price allocation is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. The components and allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents

 

$

85

 

Accounts receivable

 

 

1

 

Inventory

 

 

41

 

Prepaid expenses and other current assets

 

 

321

 

Property and equipment

 

 

731

 

Operating lease right of use asset

 

 

637

 

Other assets, long-term

 

 

81

 

Developed technology

 

 

28,910

 

Goodwill

 

 

46,943

 

Accounts payable

 

 

(18

)

Accrued liabilities

 

 

(510

)

Operating lease liabilities

 

 

(627

)

Deferred tax liability

 

 

(1,515

)

Fair value of net assets acquired

 

$

75,080

 

Acquired Goodwill

The goodwill of $46.9 million represents future economic benefits expected to arise from anticipated synergies from the integration of Tantti into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the Tantti Acquisition. Substantially all of the goodwill recorded is nondeductible for income tax purposes.

Intangible Assets

The identified intangible asset associated with the Tantti Acquisition is developed technology of $28.9 million with a useful life of nine years.

2023 Acquisitions

Metenova Holding AB

On October 2, 2023, the Company's subsidiary, Repligen Sweden AB acquired Metenova from the former shareholders of Metenova (the “Metenova Seller”) pursuant to a Share Sale and Purchase Agreement (the “Share Purchase Agreement”), dated as of September 23, 2023 (such acquisition, the “Metenova Acquisition”), by and among Repligen Sweden AB, the Metenova Seller, and the Company, in its capacity as guarantor of the obligations of Repligen Sweden AB under the Share Purchase Agreement.

Metenova, which is headquartered in Molndal, Sweden, offers magnetic mixing and drive train technologies that are widely used by global biopharmaceutical companies and contract development and manufacturing organizations. The Metenova Acquisition further strengthens our fluid management portfolio with these products.

Consideration Transferred

The Company accounted for the Metenova Acquisition as a purchase of business under ASC 805. Under the Share Purchase Agreement, all outstanding equity interests of Metenova were acquired for consideration with a value totaling $172.6 million. The Metenova Acquisition was funded through payment of $164.5 million in cash, the issuance of 52,299 unregistered shares of the Company's common stock totaling $8.1 million and contingent consideration with an immaterial fair value. The assets acquired and liabilities assumed were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company.

Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company incurred $6.5 million of transaction and integration costs associated with the Metenova Acquisition from the date of acquisition to December 31, 2025. The transaction costs are included in operating expenses in the consolidated statements of comprehensive income or loss.

Fair Value of Net Assets Acquired

The purchase price allocation is based on the fair value of assets acquired and liabilities assumed as of acquisition date. The components and allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents

 

$

5,768

 

Accounts receivable

 

 

3,730

 

Inventory

 

 

4,477

 

Prepaid expenses and other current assets

 

 

470

 

Property and equipment

 

 

433

 

Operating lease right of use asset

 

 

615

 

Customer relationships

 

 

12,659

 

Developed technology

 

 

44,377

 

Trademark and tradename

 

 

939

 

Non-competition agreements

 

 

787

 

Goodwill

 

 

115,722

 

Accounts payable

 

 

(1,432

)

Accrued liabilities

 

 

(2,934

)

Operating lease liability

 

 

(275

)

Deferred tax liability

 

 

(12,481

)

Noncurrent operating lease liability

 

 

(255

)

Fair value of net assets acquired

 

$

172,600

 

Acquired Goodwill

The goodwill of $115.7 million represents future economic benefits expected to arise from anticipated synergies from the integration of Metenova into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the Metenova Acquisition. Substantially all of the goodwill recorded is nondeductible for income tax purposes.

Intangible Assets

The following table sets forth the components of the identified intangible assets associated with the Metenova Acquisition and their estimated useful lives:

 

 

Useful life

 

Fair Value

 

 

 

 

 

(Amounts in thousands)

 

Customer relationships

 

15 years

 

$

12,659

 

Developed technology

 

15 years

 

 

44,377

 

Trademark and tradename

 

15 years

 

 

939

 

Non-competition agreements

 

2 years

 

 

787

 

 

 

 

$

58,762

 

 

FlexBiosys, Inc.

On April 17, 2023, the Company completed its acquisition of all of the outstanding equity interests in FlexBiosys, pursuant to an Equity Purchase Agreement (“EPA”) with FlexBiosys, TSAP Holdings Inc. (“NJ Seller”), Gayle Tarry and Stanley Tarry, as individuals (collectively with NJ Seller, the “FlexBiosys Sellers”), and Stanley Tarry, in his capacity as the representative of the FlexBiosys Sellers (the “FlexBiosys Acquisition”).

FlexBiosys, which is headquartered in Branchburg, New Jersey, offers expert design and custom manufacturing of single-use bioprocessing products and a comprehensive range of products that include bioprocessing bags, bottles, and tubing assemblies. These products will complement and expand our fluid management portfolio of offerings.

Consideration transferred

The Company accounted for the FlexBiosys Acquisition as a purchase of a business under ASC 805. Under the terms of the EPA, all outstanding equity interests of FlexBiosys were acquired for consideration with a value totaling $41.0 million. The FlexBiosys Acquisition was funded through payment of $29.0 million in cash, the issuance of 31,415 unregistered shares of the Company's common stock totaling $5.4 million and contingent consideration with fair value of approximately $6.6 million. The assets acquired and liabilities assumed were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company.

The Company incurred $0.9 million of transaction and integration costs associated with the FlexBiosys Acquisition from the date of acquisition to December 31, 2025. The transaction costs are included in operating expenses in the consolidated statements of comprehensive income or loss.

Fair Value of Net Assets Acquired

The purchase price allocation is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. The components and allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents

 

$

1,090

 

Accounts receivable

 

 

683

 

Inventory

 

 

667

 

Prepaid expenses and other current assets

 

 

35

 

Property and equipment

 

 

12,034

 

Operating lease right of use asset

 

 

3,537

 

Customer relationships

 

 

2,530

 

Developed technology

 

 

9,860

 

Trademark and tradename

 

 

30

 

Non-competition agreements

 

 

220

 

Goodwill

 

 

14,321

 

Other noncurrent assets

 

 

10

 

Accounts payable

 

 

(136

)

Accrued liabilities

 

 

(314

)

Operating lease liability

 

 

(39

)

Noncurrent operating lease liability

 

 

(3,498

)

Fair value of net assets acquired

 

$

41,030

 

Acquired Goodwill

The goodwill of $14.3 million represents future economic benefits expected to arise from anticipated synergies from the integration of FlexBiosys into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the FlexBiosys Acquisition. Substantially all of the goodwill recorded is deductible for income tax purposes.

Intangible Assets

The following table sets forth the components of the identified intangible assets associated with the FlexBiosys Acquisition and their estimated useful lives:

 

 

Useful life

 

Fair Value

 

 

 

 

 

(Amounts in thousands)

 

Customer relationships

 

12 years

 

$

2,530

 

Developed technology

 

16 years

 

 

9,860

 

Trademark and tradename

 

4 years

 

 

30

 

Non-competition agreements

 

5 years

 

 

220

 

 

 

 

$

12,640