Genuine Parts keeps its eyes on the road to separation, Repligen’s BioLife Solutions deal is a bet on China – NorthAm Morning Flash
- Genuine Parts not in talks with competitors
- Modest premium for BioLife could stoke shareholder backlash
- Chemed is vulnerable to an activist
A deal for the auto division of Genuine Parts has taken a back seat on the company’s trip to Splitsville.
On yesterday’s 2Q26 earnings call, Genuine Parts CEO William Stengel said that the company is “not currently in discussions with any competitor,” and is making progress on separating into two public companies.
The comments follow speculation that the company was in talks to sell its auto parts division to O’Reilly Automotive. A Bloomberg report earlier this month said O’Reilly made a cash offer for the unit.
Things became a bit more interesting last week when a jet registered to O’Reilly made a flight to Atlanta, where Genuine Parts is headquartered. Then, a few hours later flew to Birmingham, Alabama – the home of Genuine Parts’ motion business.
There’s enough smoke between the deal reporting and subsequent jet activity to suggest there was something happening behind the scenes. The reaction to O’Reilly’s stock on the news suggested shareholders weren’t too thrilled with the idea.
Regardless of what happened, it seems the focus is now on the separation, set to be completed in 1Q27.
On that front, CEO Stengel said the company expects to file its Form 10 with the SEC later this summer. At the board level, work for governance and leadership at each company is progressing, and investor days for each company are anticipated for early December.
The earnings report weighed on shares of Genuine Parts yesterday, which closed down 2.7%. Shares of O’Reilly rallied 4% to USD 87.97, almost back to the USD 90.25 that shares closed at prior to the initial report it made an offer.
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Repligen agreed to acquire BioLife Solutions this morning in a mixed cash-and-stock USD 1.5bn deal. Will the modest takeover premium invite shareholder scrutiny?
Repligen is doling out USD 11.25 in cash and 0.1442 Repligen shares for each BioLife share, working out to a USD 31 per share offer and a 6% premium from yesterday’s close.
BioLife primarily develops and manufactures biopreservation media. Its top product is CryoStor, a cell-specific freeze media designed to preserve cells used in research and commercial manufacturing of gene and cell therapies. BioLife’s biopreservation media business accounted for 87% of its 2025 revenues. Repligen serves a similar endmarket of drugmakers and contract manufacturers as BioLife, but through a different product mix. The Boston-based company said 84% of its 2025 revenues came from monoclonal antibodies, like antibody drug conjugates and bispecifics. The companies see USD 20m in annual synergies one year after deal close. BioLife shares are up 20% this year compared to Repligen’s 16% drop.
So, why is Repligen buying BioLife at 11x its expected 2027 revenues? The case for the merger lies in Asia expansion. Repligen believed it was under-indexed in China even before striking this deal, with 17% of its sales mix coming from the APAC region, compared with more than 20% for its peers. BioLife has no presence in the region, as it saw 94% of revenues come from the US and EMEA in 2025, but stands to be a major beneficiary of geographic trends. Clinical trials for cell-and-gene therapies are booming in the Asia-Pacific region, having surpassed North America for the first time in 2025, according to the Alliance of Regenerative Medicine.
In that way, BioLife is effectively selling the company at a 6% premium for CryoStor to be carried in the Repligen sales tote to Chinese drug developers. Repligen has made some in-roads in building a commercial beachhead in the country, reporting that revenue nearly doubled in the region in 1Q26 of this year, marking its best quarterly period in China in over two years.
Here we would note that the largest active shareholder in BioLife, Casdin Capital, flipped its stake from active to passive at the beginning of June, which may suggest that BioLife is unlikely to see pushback from that fund. Casdin has participated in private placements with BioLife at USD 14, USD 10.50, and 11.19 per share. Against that backdrop, this deal looks like a reasonable windfall for the fund. Casdin’s June active-to-passive flip does have us wondering how long this deal may have been in the works, though. BioLife board member, Tony Hunt, was Repligen’s executive chairman up until January.
So, is a company sale at a modest premium the going rate for an APAC commercial team? To be fair, BioLife shareholders will have the opportunity to participate in any ensuing commercial success through their ownership of Repligen stock. Still, we have to wonder if there is an argument to be made that this deal could have been a commercial partnership. This is a situation to monitor through the EGM. The companies expect the deal to close in 4Q26. BioLife shares were up 2.5% in the pre-market.
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Chemed has gotten a breakup nudge, and the time may be right.
Yesterday, Bloomberg reported that Barington is urging the company to conduct a strategic review and refresh its board. The activist believes that Chemed’s VITAS Healthcare and Roto-Rooter businesses are undervalued and wants the company to review its multi-business structure.
Chemed currently operates in two segments: VITAS, which provides hospice and palliative care services, and the plumbing business Roto-Rooter.
The disparate nature of Chemed’s two businesses has been acknowledged for a while, even topping our hall-of-fame breakup candidates almost a decade ago.
The company is not averse to portfolio moves, but rather simply saw value in the current structure. Chemed runs the company more like a private equity firm rather than a typical corporation, buying businesses and operating or divesting them in order to maximize value. Chemed has undergone 12 major acquisitions or divestitures since its founding.
In fact, the company did take Roto-Rooter public in 1985 but repurchased the shares in 1996 due to the low valuation the stand-alone company had garnered.
This wouldn’t be the first time a shareholder upped the pressure. Heading into the 2009 AGM, Chemed faced a proxy fight from MMI Investments, which was urging a breakup. Chemed CEO Kevin McNamara, who still holds that position today, argued that a separation would be ill-timed. Still, he didn’t rule it out, saying the board has taken steps to facilitate a separation of VITAS and Roto-Rooter “when conditions are right.”
At the time, Chemed was using Lazard and JPMorgan as its financial advisors. Chemed won the fight against MMI, which withdrew its slate.
The conditions may finally be right. Or at least Chemed may not have quite the strong hand to face an activist that it had the last time around. For one, McNamara is 72 years old and has held the reins since 2001, so now may be an opportune time for a leadership refresh and accompanying look at the portfolio. Shares have risen 24% over the past five years, well short of the 70% gain for the S&P 500.
Excluding McNamara, the average board age and tenure is 70 and 17 years, respectively.
Shareholder frustration is also on the rise. Say-on-pay failed to pass at this year’s AGM for the first time since 2012. Over 61% of votes went against the measure – a large jump from last year’s 13%.
Should Chemed once again come out against a breakup, Barington is likely to have a better shot than MMI at board refreshment and a breakup.
