BioLife Solutions, Inc. (NASDAQ: BLFS) announced the signing of a definitive merger agreement to acquire Global Cooling, Inc., operating as Stirling Ultracold a privately held manufacturer of ultra-low temperature ("ULT") mechanical freezers.

BioLife will issue 6,646,870 shares of common stock for 100% of the outstanding shares of Stirling in an all-stock transaction, which is expected to close early in the second quarter of 2021. With Stirling, BioLife believes that total GAAP revenue in 2021 will exceed $100 million and the transaction is expected to be accretive on an adjusted Net Income per share basis (Non-GAAP) in 2022 and beyond.

BioLife also announced 2020 revenue of $48.1 million, a 76% increase over 2019, driven by a 32% increase in biopreservation media revenue, combined with the impact of the results of the Company's prior acquisitions. Stirling's preliminary, unaudited, 2020 revenue was $39 million.

Mike Rice, BioLife Solutions CEO, remarked, "With this transaction, we continue to execute our M&A strategy to consolidate the bioproduction tools and services space by adding novel and disruptive technologies to our portfolio. This acquisition superbly complements our offering. Combining Stirling's -20°C to -86°C freezer systems with our current liquid nitrogen ("LN2") freezers provides complete ULT coverage of cold-chain infrastructure critical for personalized medicine. Further, Stirling's intellectual property portfolio of 80 patents fulfills our goal of acquiring novel and disruptive technologies that we can market to our cell and gene therapy customers, as well as to the broader biopharma industry. Demand for Stirling's ULT freezers is significant, fueled by the storage requirements for COVID-19 vaccines. Our longer-term outlook for Stirling is bullish as the total addressable market for ULT freezers in the U.S. alone is estimated to reach nearly $800 million by 2027."1

Rice continued, "In conjunction with this transaction, Stirling CEO, Dusty Tenney, will join BioLife as president and chief operating officer. Dusty brings a stellar track record of executing scale-up initiatives in the life sciences industry to drive growth, having previously overseen an increase in annual revenue from $65 million to $330 million in five years as president of the life sciences division of Brooks Automation. We are delighted to welcome Dusty and the entire Stirling team to BioLife."

Dusty Tenney, CEO of Stirling Ultracold, commented, "BioLife Solutions has assembled an impressive, integrated suite of consumables, equipment, biorepositories, informatics and services to address the growing cell and gene therapy space. As such, Stirling shareholders and our 150 employees will immediately benefit from the breadth and scale of technologies and customers as part of BioLife. Mike Rice and the senior leadership at BioLife have established a well-run company underpinned by an extraordinary company culture that supports both business and personal growth. I'm looking forward to the close of this merger and joining BioLife as president and COO and contributing to the continued success of the company."

Benefits of the Transaction

Entry into the high-growth ULT -20°C to -86°C freezer market

• Stirling is uniquely positioned with a portfolio of mechanical freezers utilizing the proprietary Stirling engine, that completely spans the non-liquid nitrogen storage temperature range for frozen biologics, including vaccines. Combined with BioLife's current Custom Biogenic Systems ("CBS") LN2 freezers, we can now offer customers the broadest portfolio of freezers for temperature-sensitive materials.
• Stirling has partnered with UPS and other logistics providers to supply ULT freezers and accessories for distribution and point of care storage of COVID-19 vaccines.

Cross-selling opportunities

• BioLife intends to fully leverage its extensive relationships with leading cell and gene therapy companies to drive sales of Stirling freezers.
• BioLife also envisions opportunities to market to Stirling's customers by offering BioLife's full portfolio of bioproduction tools and services including CryoStor® and HypoThermosol® biopreservation media, ThawSTAR® automated thawing products, the evo® cold chain management system, CBS LN2 freezers and SciSafe biologic storage services.

Vertical integration synergies

• Lower capital costs by deploying Stirling freezers in SciSafe global biorepositories.
• Potential to expand manufacturing capacity for Stirling freezers at BioLife's CBS facilities.
• BioLife will expand the reach of the Stirling sales team and distributors to provide access to the entire BioLife bioproduction tools and services portfolio offered to the cell and gene therapy and biopharma markets.

Financial Impact of the Stirling Acquisition

BioLife expects the acquisition of Stirling to impact the Company's financial performance as follows:

• 2021 revenue contribution is expected to be approximately $35 – $37 million depending on the actual closing date of the transaction, which is currently expected to occur on or before May 1.
• Stirling's historical gross margins are in the low 30% range. Identified margin expansion opportunities are expected to drive Stirling's gross margins into the mid to high 40% range in the mid-term.
• The transaction is expected to be accretive on an adjusted Net Income per share basis (Non-GAAP) in 2022 and beyond.

Roderick de Greef, BioLife's chief financial and operating officer, remarked, "The combined companies' annualized revenue run rate is approximately $115 million, based on our revenue in the fourth quarter of 2020 of $14.7 million, and Stirling's unaudited revenue for the fourth quarter of 2020 of $14 million. While we expect to see some near-term margin dilution as a result of the transaction, however, we anticipate the combined entity will achieve our targeted adjusted EBITDA margin range of 30% in the mid to longer term."

Following the close of this transaction, BioLife intends to keep the Stirling Ultracold brand and to maintain its existing staff and facilities in Athens, Ohio.

Conference Call & Webcast

BioLife and Stirling management will host a conference call to discuss this announcement and answer questions at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) today.

To access the webcast, log onto the Investor Relations page of the BioLife Solutions website at http://www.biolifesolutions.com/earnings. Alternatively, you may access the live conference call by dialing 1 (844) 825-0512 or international callers 1 (315) 625-6880 with the following Conference ID: 7158827. A webcast replay will be available approximately two hours after the call and will be archived on http://www.biolifesolutions.com/ for 90 days.