Bruker BioSciences Corporation has announced that it has entered into definitive agreements to acquire the companies of the privately held Bruker BioSpin group for $388 million in cash and for 57.5 million in Bruker BioSciences shares, valued at $526 million at the November 28, 2007 trailing 10 trading day average closing price of $9.14 per BRKR share.
The transaction is subject to Bruker BioSciences shareholder approval, customary regulatory approvals and financing, and is expected to close in early 2008.
The acquisition agreements were signed following the unanimous approval by a Special Committee of independent directors, as well as by all independent directors of the Board of Directors of Bruker BioSciences, with the non-independent Bruker BioSciences directors recusing themselves from the Board vote.
The transaction is subject to approval by a majority of shareholders of Bruker BioSciences, as well as by a majority of the Bruker BioSciences shareholders not affiliated with the Laukien family who vote on the transaction.
Bill Linton, the Lead Director of Bruker BioSciences and chairman of its Special Committee of independent directors, commented on the transaction: "While both Bruker BioSciences and Bruker BioSpin are well established and successful companies on their own, the combined company will considerably increase and diversify its market presence, technology base, product lines, global distribution and customer support capabilities.
The Special Committee believes that this acquisition is compelling from both a strategic and a financial perspective, and is a very positive development for Bruker BioSciences and all of its stockholders."
Frank Laukien, President and CEO of Bruker BioSciences, stated: "This business combination will enable us to better leverage the Bruker brand and to increase our capabilities even further in many of the markets and geographies that we serve. We expect that a combined single public Bruker company will be beneficial to our customers, employees and suppliers, and will be advantageous to all Bruker BioSciences shareholders through significantly improved operating margins, net income margins, EPS and cash flows."
After the closing of this acquisition, Bruker BioSpin will join the existing Bruker BioSciences operating companies Bruker AXS, Bruker Daltonics and Bruker Optics.