Item 2.01.
Completion of Acquisition or Disposition of Assets.
On
February 26, 2008, Bruker Corporation, formerly known as Bruker
BioSciences Corporation (the Company), completed the previously announced
acquisition of
all of the
outstanding equity of the companies
comprising the Bruker BioSpin Group from the Bruker BioSpin Group shareholders
in accordance with the terms of the
following agreements: 1) the stock purchase agreement, dated as of December 2,
2007, by and among the Company, Bruker BioSpin Inc. and the stockholders of
Bruker BioSpin Inc. (the U.S. Stock Purchase Agreement); 2) the share
purchase agreement, dated as of December 2, 2007, by and among the
Company, certain of the Companys wholly-owned German subsidiaries, Bruker
Physik AG, Techneon AG and the shareholders of Bruker Physik (the German Share
Purchase Agreement); and 3) the agreement and plan of merger, dated as of December 2,
2007, by and among the Company, Bruker BioSpin Beteiligungs AG, Bruker BioSpin
Invest AG and the shareholders of Bruker BioSpin Invest AG (the Swiss Merger
Agreement). As previously reported, at
the Companys special meeting of stockholders, held on February 25, 2008,
the Companys stockholders approved the acquisitions and the issuance of shares
of the Companys common stock in connection with the acquisitions. Upon completion of the acquisitions, the
Company amended its certificate of incorporation and, effective as of February 26,
2008, was renamed Bruker Corporation.
Prior
to the completion of the acquisition of the Bruker BioSpin Group, the Companys
chief executive officer and chairman of the board, Frank H. Laukien, and
certain of his family members owned stock in both the Company and the companies
of the Bruker BioSpin Group. Dr. Laukien
and his related family members owned an aggregate of 52% of the Companys
common stock and 100% of the shares of the Bruker BioSpin Group companies being
acquired. Following the completion of
the acquisition, Dr. Laukien and his related family members own, in the
aggregate, approximately 69% of the outstanding shares of common stock of the
Company. In addition, Dr. Laukiens
half brother, Dirk D. Laukien, senior vice president of the Company, was
elected to serve as a Class II director for a term expiring at the Companys
2008 annual meeting of stockholders.
At
the closing, the Company paid an aggregate of
$914 million of consideration to the Bruker BioSpin Group
stockholders, of which approximately $388 million was paid in cash and
approximately $526 million was paid in restricted unregistered shares of
Company common stock, based on the trailing ten trading day average closing
price of its common stock ending two days prior to the signing of the
transaction agreements of $9.14 per share. Pursuant to the transaction
agreements, the Company issued an agreed-upon number of 57,544,872 shares of
unregistered stock, with a market value as of February 25, 2008 of
approximately $[ ], to the Bruker
BioSpin Group shareholders. As a result
of the transaction, the companies of the Bruker BioSpin Group became
wholly-owned subsidiaries of the Company.
$92.0
million of the cash payment to the Bruker BioSpin Group shareholders will be
held in escrow until the later of (x) the thirtieth day following receipt
by the Company of the Bruker BioSpin Groups combined audited financial statements
for the fiscal year ended December 31, 2007, or (y) the resolution of
any indemnification claim pending as of the receipt of such audited financial
statements. In addition, $6.75 million
of the cash payment to the Bruker BioSpin Group shareholders will be held in a
working capital escrow until the later of (x) the twentieth day after the
Company delivers a closing balance sheet to the Bruker BioSpin Group
shareholders, which balance sheet is to be delivered within 90 days of the
closing of the acquisition, or (y) the resolution of any objections to the
balance sheet.
The
U.S. Stock Purchase Agreement, the German Share Purchase Agreement and the
Swiss Merger Agreement, filed as Exhibit 2.1, 2.2, and 2.3, respectively,
to the Companys Current Report on Form 8-K, dated December 2, 2007
and filed with the Securities and Exchange Commission on December 3, 2007,
is incorporated herein by reference. The foregoing descriptions of the U.S.
Stock Purchase Agreement, the German Share Purchase Agreement, and the Swiss
Merger Agreement are qualified in their entirety by reference to the full text
of the agreements. A copy of the press
release issued by the Company on February 26, 2008 regarding the
completion of the acquisitions is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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