Dear ladies and gentlemen, welcome to the Merck Investor and Analyst Conference Call. As a reminder, all participants will be in a listen-only mode. I am now heading over to Florian Schraeder, Head of Investor Relations, who will lead you through this conference. Please go ahead, sir.
Thank you very much, Amber, and a warm welcome to everyone joining us for this update call on our announcement today to acquire Bio-Techne. My name is Florian Schraeder. I'm the Head of Investor Relations at Merck. I am delighted to be joined by Kai Beckmann, Group CEO, Helene von Roeder, Group CFO, and Jean-Charles Wirth, CEO, Life Science. Before we start, let me emphasize that the closing of the transaction is subject to customary closing conditions, including required regulatory approvals and approval by Bio-Techne shareholders. In the first few minutes of this update call, we would like to guide you through some key slides we published late this morning. After that, we would be more than happy to take your questions. With that, I believe we are ready to begin. Over to you, Kai, to kick us off.
Thank you, Florian. Good afternoon, everybody, and thank you all for joining us today. We have exciting news today. We are delighted to share an important milestone for our company. As announced this morning, we have signed a definitive agreement to acquire Bio-Techne Corporation. Bio-Techne is a global life science developer, manufacturer, and supplier of the high-quality reagent analytical instruments and diagnostic systems that are powering precision medicine.
This represents the third-largest acquisition in the history of Merck KGaA. The offer price is $73 per share, and the transaction has been approved by the Board of Directors of Bio-Techne and the relevant corporate bodies of Merck. We believe that the proposed acquisition reflects both the standalone strength of Bio-Techne and the significant value creation opportunity we see in combining its capabilities with our life science business. This is not a financial engineering exercise.
It's a strategic transaction that builds on our strengths, enhances our portfolio, and advances our ambition to drive sustainable, profitable growth. Before we discuss the strategic rationale in detail, let me highlight several key transaction parameters. Given Bio-Techne's attractive growth profile and the highly complementary nature of the two portfolios, we anticipate the proposed transaction to be immediately sales growth accretive for the Merck Group following closing.
For Life Science especially, growth accretion is expected to materialize by 2028. In other words, we see this proposed combination contributing positively to the growth profile of our Life Science business during the integration phase already. From a profitability perspective, we expect the proposed transaction to be EBITDA pre-margin accretive immediately after closing. This is an important point, even before the full synergy potential is realized. The proposed transaction is expected to support the margin profile of the business.
In addition, we have identified approximately EUR 140 million of cost synergies, which we expect to be fully realized by three years after closing. These synergies are grounded in clear operational logic, including scale effects and procurement opportunities. We expect EPS pre-accretion by year three after closing on the proposed transaction, which we anticipate completing by the end of 2026 or early 2027. Let us move to slide three and take a closer look at the strategic rationale behind this transaction.
This intended transaction is closely aligned with the group's four strategic value streams. Most importantly, it would accelerate our shift from selected product portfolios towards integrated workflow solutions. By bringing together highly complementary capabilities, we can provide customers with broader, more connected solutions across discovery, development, and manufacturing. In addition, it would sharpen our exposure to our high-growth value drivers.
Bio-Techne has a highly innovative consumables-led portfolio across next-generation biology solutions, complemented by strong positions in proteomics and an attractive exposure to spatial biology, multi-omics, and cell therapy manufacturing. The proposed transaction allows us to leverage capabilities across businesses. The highly synergistic nature of the combination would expand customer access, broaden geographic reach, and further strengthen our position across the full Life Science value chain.
This intended acquisition is an example of how we intend to scale and source innovation throughout disciplined M&A and in-licensing. Bio-Techne's proven technology leadership and innovation engine will enhance our future R&D pipeline and capabilities and further improve our ability to create long-term value. Taken together, this proposed transaction would be a natural strategic fit and an important step forward for our Life Science business. Jean-Charles will now guide you through the several opportunities of the proposed transaction. J.C., please.
Thank you, Kai. Good afternoon, everyone, for joining also the call. Let me start by saying that I am genuinely excited to be here today to discuss why we believe Bio-Techne will be such a compelling addition to our Life Science business. Bio-Techne has established an outstanding track record and with leading positions across several mission-critical segments of the Life Science industry. The company is recognized for delivering innovative, high-quality consumables and scientific tools for next-generation biology applications and advanced bioprocessing.
Importantly, consumable represents around 81% of sales, creating a highly durable and recurring revenue profile, supported by leading position in high-growth markets, including protein science and spatial biology, as well as precision diagnostics and cell therapy manufacturing. The business has demonstrated impressive momentum over the last six years, growing sales from $714 million in FY 2019 to $1.2 billion in FY 2025.
Adjusted operating income increased from $244 million-$ 384 million. We see meaningful potential to accelerate growth throughout our global Life Science footprint. While Bio-Techne has historically been weighted towards the Americas, we believe EMEA and Asia- Pacific offer meaningful opportunities for growth and expansion. We believe that our go-to-market model and omni-channel customer reach have the potential to grow Bio-Techne footprint and will unlock additional growth opportunities.
Bio-Techne will be also a bolster of our position in cell therapy manufacturing through Wilson Wolf and its G-Rex platform. These differentiated tools and consumable end-to-end platform support customer as they move from R&D into commercial scale manufacturing. We are especially excited about the opportunity to secure access to the next-gen, highly scalable manufacturing technology for immune cell therapy once the remaining 80% of Wilson Wolf should be consolidated by 2028. Let's go to the next slide.
The markets Bio-Techne serves are large, growing, and strategically important. Advanced therapy manufacturing include areas such as targeted protein degradation. Cell therapy is expected to grow at rate exceeding 20% annually in the next years. Key elements of Bio-Techne offering in the field are characterization and quantification of protein, quality control testing, quantification of translational biomarker, and support for diagnostic development. In a broader context, you may also think of potential synergies with our acquisition of last year, Mirus Bio, in transfection technologies.
Discovery of novel biology insights, growing at high single-digit rate, is addressed with a wide range of cell-based system for better disease understanding on cellular level, ranging from immune cell system, stem cell system, organoid, a perfect addition of our HUB Organoids business, which was acquired last year. In the market of enabling of precision diagnostics, which grow at mid single-digit rates, spatial multi-omics technologies has been developed to help understanding disease on a molecular level. The portfolio range from in situ hybridization to multiplex spatial multi-omics, translational and clinical application leadership.
In summary, the cumulative size of the total addressable markets reach $27 billion , we think that as a combined group, we will have the position to win in this market. The next slide illustrates why Bio-Techne would be such a compelling strategic fit for Life Science business. Together, we will be uniquely positioned to support customer across the full spectrum of Life Science workflow, from discovery and translational research through development, testing, and commercial manufacturing. What stand out immediately in the highly complementary nature of our portfolios. Bio-Techne has built a strong position in high-growth next-gen biology R&D, including new approaches to manufacturing emerging modality.
Its capabilities span reagent solution, precision diagnostics, spatial biology, analytical solution, and going forward, cell therapy manufacturing through Wilson Wolf. These trends will fit exceptionally well along our own portfolio. Within discovery solution, we provide reagents, analytical chemistry, biochemicals, and cell biology tools that help accelerate breakthrough discovery. Within Advanced Solutions, we offer technically specialized, tailored, and compliant product and services that support customer in a highly regulated environment as they translate scientific discovery into real-world impact.
In Process Solutions, we provide high-performing solution, including filtration, chromatography, media, process chemical, and single-use assembly that enable bioprocessing efficiency, reliability, and scale. Together, our capabilities will create a powerful scientist and commercial model that will allow us to further strengthen customer thickness in priority segments and leverage both portfolio globally across the full Life Science supply chain, from discovery to development and manufacturing. With that, let me over to Helene.
Thank you very much, J.C., and a warm welcome from my side. As we have discussed throughout the presentation, we believe this proposed transaction is expected to create value for our customers, for our shareholders, and for our employees. We anticipate the integration of Bio-Techne into the Life Science segment would yield clear accretion across the three dimensions; revenue growth, margins, as well as EPS pre.
Starting with revenue, Bio-Techne is expected to deliver high single-digit growth over the medium term. This reflects its market leading products and exposure to highly attractive growth areas in Life Science, including, as J.C. outlined, next-gen biology, advanced therapies, and bioprocessing. Importantly, this growth profile would further strengthen the midterm organic sales trajectory of our Life Science business. Leveraging our global platform also provide opportunities to expand Bio-Techne's reach and accelerate growth internationally. Let's look at earnings.
The proposed transaction offers significant margin accretion potential. We would expect immediate EBITDA pre-margin accretion after closing, and run rate cost synergies of approximately EUR 140 million by year three after closing. This represents about 12% of Bio-Techne sales, which does compare favorably with industry benchmarks. These synergies are expected to support the overall profitability profile of the combined company, while one-time costs are expected to amount in about EUR 500 million. Taken together, we expect the intended transaction to be EPS pre-accretive by year three after closing.
Our all cash proposal for Bio-Techne at $73 per Bio-Techne share represents the second-largest external growth step in the history of Merck. It clearly demonstrates our commitment of accelerating growth and deploying capital to strengthen our competitive position and innovation power through disciplined M&A. The implied premium of 35% versus Bio-Techne's unaffected share price of $54 is attractive for Bio-Techne shareholders, while remaining fully within the financial guardrails for large acquisitions that we have consistently communicated.
As a reminder, these guardrails are, one, EPS pre-accretion, which we expect by year three. Two, IRR above WACC, which we also expect to achieve by year three. Of course, maintaining our strong investment grade rating. This transaction is expected to be funded through a combination of cash and new U.S. dollar and euro-denominated debt. We have structured the financing with discipline. We expect net debt to EBITDA ratio below 3x , and an average interest rate between 4% and 5%.
At the same time, we do expect rapid deleveraging after closing, supported by the strong cash generative profile of the Merck Group overall, to which all businesses contribute based on their specific cash generation capabilities. Just to frame this proposed transaction, it would be yet another testimony to Merck's disciplined M&A strategy. With that, handing back to Kai.
Thank you, Helene. Before we move to the Q&A, allow me to summarize the key elements. This proposed transaction is closely aligned with the group's four strategic value streams. It represents a significant step for Life Science and for the Merck Group as a whole. The intended acquisition strengthens our growth profile. It creates a clear path to value creation through strategic fit and financial discipline.
We anticipate the proposed transaction to immediately be sales growth accretive for the Merck Group after closing, and we also expect the proposed transaction to be a better pre-margin accretive immediately after closing. Most importantly, this intended transaction would bring together two highly complementary organizations with a shared commitment to scientific innovation and customer success. Merck has a strong presence in the U.S. with more than 14,000 employees and 58 sites.
Our Life Science products are used in the manufacturing of almost every of the top 30 blockbuster drugs. Today, the U.S. is our largest business hub globally with more than 30 U.S. manufacturing sites. We remain committed to strengthening our U.S. presence because it is an essential innovation and manufacturing market. Upon closing, the proposed acquisition will also enhance resilience and expand our capabilities within the U.S. Strong domestic capabilities are critical for resilient supply chains, and we are committed to maintaining and strengthening these essential capabilities in the U.S. With that, I will now hand over back to Florian.
Thank you, Kai. I believe we are now ready to move to the Q&A part of the call. Amber, I'm handing over to you.
Thank you. We will now begin our question- and- answer session. If you have a question for our speakers, please dial star one one on your telephone keypad now to enter the queue. Once your name has been announced, you can ask the question. If you're using speaker equipment today, please lift the handset before making your selection. One moment please for the first question. The first question comes from the line of Sachin Jain of Bank of America. Please ask your question, Sachin. Your line is open.
Thanks very much. Sachin Jain, Bank of America. Three quick questions, if I may please. Firstly, if you can just talk about the high single-digit growth outlook and your level of confidence in that. Are revenue synergies geographic expansion reference within that, or is it upside? The background to the question is that consensus has growth roughly flat-ish for Bio-Techne this year and mid-single digits into 2027. Second question is, Helene, I wonder if you could just comment to the short-term EPS dilution we see before, the three-year period seems to be in the low single digits. We need to confirm. Finally, just if you give us some sense of how you're going to split this business across your existing three divisional business lines, that would be super helpful. Thank you.
Helene, you want to take the EPS part and J.C.-
Yeah. Let me start with the EPS one. Sachin, this is actually quite easy if I give you two more additional data points. One is, if you think about the synergies, you can assume that there's a linear evolution of the synergies over the three years. The other one is then to say, that we are basically broadly happy with where the consensus sees Bio-Techne. Hence, I think with that, you should be able to create your model quite easily yourself.
Now, before J.C. tells you about all of the opportunities that we see, I would want to point towards two things if we look at the high single-digit growth consensus. One, no, it is not in our model, any sales synergies. B, ultimately, we want to sort of be careful around looking at this. Let's first look at closing the deal, work around it, and then sort of move forward and give you more color when we have more visibility. With that, over to J.C. with all of the optionalities.
Thank you, Helene. Hi, Sachin, again, very exciting to be in this call with you. Talking about the integration. We expect that Merck will tackle a thoughtful and phased approach to the integration as we have done with the large integration in the past. I'm thinking about Millipore, Sigma-Aldrich, or Versum. What we have in mind, number one, we want to focus on business continuity. Two, keep your talent retention. The third element will be customer relationship linked to our new go-to-market approach within Merck Life Science.
The third element, you need to keep in mind that when we do an acquisition, innovation is in the center of what we want to do. From an integration planning point of view, we'll proceed with discipline and phased manner as we have done in the past. Talking about sales synergy, I expect that we'll be able to leverage on our global footprints. I expect that we'll be able to leverage on omni-channel approach. Keep in mind that we are seeing our sales force, e-commerce, and so forth. To your second question, talking about speed by division, we see a very nice complementary of Bio-Techne's portfolio within Merck Life Science. Very, very nice. We are convinced that Bio-Techne and future acquisition will benefit the entire three business units, but the majority will go to Discovery Solutions.
Thank you. Do you have further follow-up questions, Sachin?
That's perfect. Thank you so much.
Thank you for your questions. We will now take our next question from the line of Peter Verdult from BNP Paribas. Please ask your question. Peter, your line is open.
Yeah. Thank you. Peter Verdult, BNP. Thanks for the call. Just two questions. Maybe J.C., can I ask you to put your optimistic hat on, and it's going to be another question on why you're assuming no revenue synergies when you're clearly stating you've got an opportunity to globalize a U.S.-focused portfolio. Maybe if you're not willing to go down that road, could you maybe give us some specific examples of where you see the opportunity to bundle the combined offering, assuming that the Bio-Techne deal goes through? Just to push you a bit more on the revenue synergy potential. Then for Helene, on cost synergies and cost of debt assumptions. If I think about Merck's M&A track record over the last 10, 15 years, it's been pretty good, exemplary.
One feature has always been that when it comes to cost synergies, you over-deliver on the amount and you over-deliver on the timing. I just want to push you a bit more about how conservative you've been with this EUR 140 million number. The same question goes around the cost of debt assumption. 4%-5% seems quite high given current rates. Thank you.
Peter, let me start with an answer. First of all, we need to close. When we close, then we will have a look. Point number one, I want to make sure that we will take the development on this specific topic. Yes, I expect that we'll see benefits from the global footprint of Merck Life Science, and I'm thinking about region for region. Where not only on omni-channel, but region for region, we have very strong capabilities.
I think I can't emphasize it enough. It's like it is not in the model, and please be so kind and do yourself and others a favor not putting it into the model. Let's look at synergies, Peter. We feel pretty good at the EUR 140 million cost synergies. Having said that, if we compare it is already at 12% of the revenues of the company. That's very much in the benchmark. As you rightly point out, we have a very successful track record in M&A. With that, we're confident to be able to deliver these synergies. We expect a normal integration and hence are looking at a linear ramp-up. They're very much based on our internal due diligence. Again, let's close the deal first.
Understood. Thank you.
We will now take our next question from the line of Matthew Weston from UBS. Please ask your question, Matthew. Your line is open.
Thank you very much. Three questions for me, please. Merck's been looking for a large Life Science acquisition for a number of years. Bio-Techne's obviously been there for a number of years. Kai, why now? The second question really is around Bio-Techne's stock-based compensation, Helene. Historically, Bio-Techne has always excluded stock-based compensation from its financials. Can I please just check that the numbers when you talk about accretion, fully assume a normal Merck accounting such that stock-based compensation will go back into the Bio-Techne P&L? I'll leave it there.
On your second. Oh, sorry. I would have just answered the second question because it's fast. It's yes.
No, that was a fast one. Matthew, I take the first one as you clearly directed to me. I think it's very important to zoom out first before I give you more details on the specific deal. Merck is a growth company. We always stated growth comes from Life Science and electronics, and hence, this is where the M&A focus lies. That's what we always said. We have always kind of shared what are the financial criteria as well that we put on that in order to drive growth in these two areas. In addition, I think we gave you color on how important healthcare is for us from a cash flow perspective, and we need it to stay healthy to help us to deleverage as fast as we want to deleverage. Hence our plans to invest in early and mid-stage pipeline in healthcare.
That's the big picture strategy focus. The Bio-Techne transaction is a prime example on how we play the strengths of Merck, and Bio-Techne comes with an appealing growth and margin profile benefiting the group growth and the group margin. While at the same time, we use the strong cash flow profile of healthcare for faster deleveraging. To be more specific on why now. The transaction represents an enterprise value of $11.5 billion, and it's equivalent to a multiple of 23.2x, and this equals 17.5x, including the target run rate cost synergies of EUR 140 million. This is broadly in line with the Life Science tool sector. Despite a lot higher growth and a higher margin profile. That gives you an idea why that valuation, of course, wasn't possible two years ago.
Understood. Can I ask one quick follow-up? I don't know whether you'll be prepared to share. We will learn more with the S-1. Was this a process which Merck won, or is this a conversation between two companies that's been going on for some time?
Yes. I wouldn't want to comment on this one, Matt.
Thanks, Kai.
Thank you. We will now take our next question from the line of Richard Vosser of JP Morgan. Please ask your question. Richard, your line is open.
Hi. Thanks. Two questions from me, please. Just thinking about overlaps in terms of the business. It doesn't seem like there are significant overlaps with Merck's capabilities. It looks very synergistic. Just if you could confirm your thoughts on that line. Secondly, I noticed, of course, that there is a buyout option that you inherit on this acquisition for Wilson Wolf. Just wondering about the financial terms on that and how that would look and how that would be accounted for. Thanks very much.
Richard, let me quickly start. Very important is from that intended acquisition is the focus on innovation. This is the highest importance for us in M&A is focusing on innovation. This is how it contributes to the sector as well as to Merck as a whole. This is very important to put that at first and maybe then in terms of the potential overlaps and the complementary nature, the very complementary nature of that deal. J.C., can you give you some more color?
Yeah. Good afternoon, Richard. To your first question, yes, there is very, very limited overlap between the two portfolio. I confirm and I echo what Kai said. Concerning Wilson Wolf. Wilson Wolf is a company, I would say, specialized in cell therapy manufacturing. This company is focusing on creating call it innovative cell culture device Which aim to provide, let's say, a solution to patients which are fighting cancer through new technologies. In this context, Wilson Wolf has, I would say, a proven relevance in the late stage and commercial cell therapy. Yes, in 2023, Bio-Techne entered an agreement with this innovative company, and Wilson Wolf may or should be acquired in 2028 based on the 2027 financial performance, and it will be between 4.4x revenue, up to maximum EUR 1 billion.
Richard, thank you so much for this question because this gives me the possibility to mention a little bit of accounting here. This would represent a derivative under IFRS, and as a result, we would need to account for this option as part of the P&L, and it would be recognized in EBITDA. The way we need to do this is, we would need to value it as part of the purchase price allocation, account for it at fair value until there would be an execution of the acquisition.
Perfect. Thank you very much.
Thank you. We will now take our next question from the line of James Quigley of Goldman Sachs. Please ask your question, James. Your line is open.
Hello. Thank you for taking my questions. I've got three, please. Firstly, can you talk to the margin expansion potential for the Bio-Techne businesses? It looks like there's slight margin contraction between 2019 and 2025, but how should we think about the underlying margin expansion potential here, particularly in the diagnostics and spatial biology segment? That's number one. Number two, can you talk to what's included in the EUR 500 million of one-time costs? Typically, when we see these types of deals or cost savings announcements, et c, the ratio of one-time cost to cost savings is around about 1:1 .
What is in the EUR 500 million, and how should we recognize that as well? Should that be straight line? And then number three, just to follow up on the Wilson Wolf option, can you confirm how much of the business is actually consolidated today? Is it the 20%, or do you have sufficient control that you have to consolidate all of it? Can you talk to the 2025 revenue and operating margins for Wilson Wolf, just to give us an idea of whether the threshold for the EUR 1 billion could potentially be hit for the future payout? Thank you.
Okay, maybe let me start with the option. I think the answer around the IFRS points to the fact that we cannot consolidate it, or we would not consolidate it. Sorry, I need to watch my language. Also, please remember that at this point in time, we cannot comment too much on Bio-Techne's numbers itself. I think the hint towards we feel broadly comfortable with the consensus is all what we would answer here. Let me think about the third question. I need some help here.
One-time costs. I think the other question related to one-time costs.
Sorry. Yeah.
If you could share a bit more details here.
Let's look at the one-time costs. We're looking at roughly EUR 200 million of translational costs, roughly EUR 300 million of integration costs, and they are roughly distributed across year one and two. As you know, we've done a lot of M&A transaction as a company, and as such, we feel very much this is a customary view of how much this integration would cost and how much work would be around this. I think there's nothing really too much to read into that number at this point in time. Having said that, we will be back to you once we come closer to closing.
Excellent. Thank you.
Thank you. We will now take our next question from the line of Charles Pitman- King of Barclays. Please ask your question. Charles, your line is open.
Hi, guys. Thanks so much for taking my question. Just trying to double-click a little bit on this cell and gene therapy opportunity you're highlighting. I'm wondering what it is that you've seen in the market that has driven you to seek greater exposure in this end market, or if it's actually the other areas of the business and cell and gene therapy is more of an additional opportunity, just given the added option of taking on Wilson Wolf by 2028, as you highlighted. Is there any potential read-across here for potential synergies to the pharma business if you're actually accessing greater next-gen technology for cell therapy manufacturing?
Maybe just asking the next step question of thinking about your scientific value chain. If it's your goal to achieve an end-to-end offering, as is highlighted on slide six, I'm just wondering where the white spaces still exist once you've accounted for Bio-Techne and Wilson Wolf. Thank you.
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Charles, let me start with the end-to-end question. Of course, I think it's early now to speculate on what could be the next step is on that nice puzzle pieces chart that how things fit beautifully together and how we kind of create a better integration of workflow-related technologies. I think from there, it's probably easy to anticipate which could be right spots in terms of technology, because we are very much consumable focused and we need to drive our growth in consumables by the proper integration across different steps in workflows, and Bio-Techne is a perfect example of how these things fit together. You take that as the map, and then you know what are the right spaces. I would pass it to J.C. for your second question.
The second question was around Wilson Wolf. To keep it short, Wilson Wolf is focusing on cell therapy. Yes, we see it as a good opportunity for us looking forward.
Follow up quickly. Just, is there anything that you've seen developing in the market or developing across pipelines that give you greater confidence today that cell therapy is the correct modality to be investing in for the future?
At this stage, we see positive and good activities in cell therapy improvements.
Thank you.
Thank you.
Thank you. We will now take our next question from the line of Rajesh Kumar of HSBC. Please ask your question, Rajesh. Your line is open.
Hi, good afternoon. If I can get some color on your earnings acquisition plan, you know, obviously, 12% of current revenue. If I look at consensus, you indicated that the margin, you're comfortable with consensus on Bio-Techne. On that basis, you're looking at about 44% margin. If I take the cash outlay for the deal today and the numbers you've given, still I'm not getting to return on capital over 8% by 2028- 2029. You indicated it's IRR accretive. It's clearly not return accretive. Can you help us with the math there?
Then you've also clarified you're not assuming revenue synergies. Is the option value a part of the equation or the growth accretion and therefore what multiples the whole group would be trading as a consequence have gone into the equation? Just the math of IRR accretion did not add up for me. Would really appreciate that clarification, please.
Yeah, let's go through this step by step. As said now many times, we can't really comment too much on Bio-Techne itself. Hence we continue to look at what is the consensus model. Of course, we have the 12% of synergies. As we said, that is a linear evolvement over time. On top of that, as you rightly point out, we will need to finance the deal using debt. We have said that the interest rate will be between 4% and 5%. You need to also take into account that we have a very strong cash generation profile. With that, I would like to also remind you of the fact that our three acquisition criteria are EPS accretive in year three, EPS accretion, IRR above WACC, and a strong investment-grade rating.
I think overall, I believe you have most of the numbers. You've also heard J.C. and myself talking about, J.C. saying there is optionality around potential sales or revenue synergies, but we do not want to put that in a model because at this point in time, it is way too early to quantify anything. Hence, I would really like to urge you not to put it into your model either.
Yeah, I get that. If you're not getting return accretion, how are you getting to IRR accretion? I know there are two different calculations there, but how are you getting over WACC on IRR? Because of cash flows, you mean to say? You think the cash collection cycle is quite different?
Isn't it maybe the easiest thing to actually compare models more in detail? I think the numbers are there, yeah. It is working in our model.
Okay. Can you confirm it's not return accretive, right? Until the third year.
As said, our criteria for M&A are EPS-
Is IRR. Okay.
....IRR above WACC, and investment grade. In year three, sorry.
Okay. Thank you. Thank you very much. Appreciate it.
Thank you. We will now take our next question from the line of Oliver Metzger of Oddo BHF. Please ask your question, Oliver. Your line is open.
Okay, thank you. Good afternoon. First question is on Bio-Techne's academia exposure, which seems to be at around 20%. Most likely was not supportive to growth over last years. Do you see in your high single-digit growth assumption some unchanged academia environment, or does this number also include some recovery in academia? Second question about cell therapy. It's for you more or less a new area, but overall pretty small.
I don't want to say it's a subcritical, and also Wilson Wolf optionality might help on that side, but how do you think about the necessary scale in that business? My final question is about your overall setup post the takeover, if it happens. We have waited for some years for a bigger deal to happen, and despite this bigger deal, your financial firepower is still pretty good. How do you think about the potential M&A in future? Do you think more, okay, now you have to digest that deal, or is it an either/or is it an and what you think about further opportunities? That's from my side. Thank you.
Thank you, Oliver. Jean-Charles speaking. Let me start with your question around academia. You are right. The academia segment weigh for roughly 20% of the total revenue of Bio-Techne. I cannot comment much further until we complete the acquisition. If I compare to our current trend within Merck Life Science today, yes, we have exposure to academia. Yes, the market has been kind of muted or changing over the last few years.
We feel that we are at a stage where we reach a bottom, and looking forward, the market should be slightly more attractive. Don't forget, when we think about academia, this segment is highly innovative. To your question on cell therapy, I would like to echo what you just said. In term of size, this is today a small business, but growing nicely. We talk about manufacturing end-to-end, from R&D to commercial, and we see at this stage some improvements, momentum in early stage steps. Kai?
Yeah, Oliver, thanks for the opportunity to kind of give you a bit the bigger picture. Before I go there, let's just look into more on the timeline. First, of course, focus on closing the deal. Second is on, you know that from our past, on very proper integration and generating value out of the deal by proper integration. I think we have done that with highest retention rates in the teams and by safeguarding the innovation capability of the companies we acquired across different businesses. This is the near-term focus. On a more strategic lens now, zooming out.
As I shared earlier, the growth company focus that we have, growth comes from Life Science and electronics, and this is where the M&A focus lies. I alluded to what is the very important role of healthcare. Healthcare is very important to us from a cash flow perspective, and it really needs to stay healthy, and this is why we said we want to continue investing in the early- and mid-stage pipeline. These are the strategic priorities over a longer period of time, and we execute whenever the things are strategically impressive as well as they're financially meaningful. If these things come together, then we act on these deals.
Okay. Thank you.
I think we have time for one last question as we are at time for the call already. Thank you.
Certainly. Our final question today comes from Falko Friedrichs of Deutsche Bank. Please go ahead, Falko.
Thank you very much. My one question is can you give us an idea to what extent Bio-Techne could also strengthen your bioprocessing business going forward? What are the specific overlaps to that business? Thank you.
Hello, Falko. Let me start with your second part of your question around overlap. We don't see any major overlap. We are thinking about synergistic portfolio. Concerning the contribution of bioprocessing, as I said earlier, we are seeing Bio-Techne as an outstanding strategic fit, which supports our mid to long-term growth strategically within Life Science. It's true across the entire portfolio, Advanced Solutions, Discovery Solutions, and Process Solutions.
We feel that when we will be able to complete this transaction, Bio-Techne will provide very solid capabilities. Again, I would like to echo what Kai said around innovation. We see strong complementary portfolio, deep customer interaction, and what is also interesting, recurring businesses. A large part of their portfolio is consumables-rated, roughly 80%. To answer to your question, the three business units, Advanced Solutions, Process Solutions, Discovery Solutions will benefit, but the large portion will go to Discovery Solutions.
Okay, thanks.
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