Bruker family reunion

Randall C Willis
BILLERICA, Mass.—July 5, 2006—Bruker BioSciences announces it closed its acquisition Bruker Optics on July 1. The $135-million deal will be payable in cash (59 percent) and BRKR stock (41 percent). Approximately 11.4 million new Bruker BioSciences shares were issued for the stock component of the purchase consideration.
 
BILLERICA, Mass.—Bruker BioSciences—home to Bruker Daltonics and Bruker AXS—announced it has entered into a definitive agreement to acquire all the stock of molecular spectroscopy specialist Bruker Optics. The deal will see the exchange of $135 million, distributed roughly as 59 percent cash and 41 percent Bruker Biosciences stock.
 
The acquisition agreement met with unanimous approval by all independent directors of Bruker Biosciences, as well as the Board of Bruker Optics. The non-independent Bruker Biosciences directors recused themselves from the vote.
 
Where Bruker Biosciences has largely focused on the mass spectrometry and x-ray crystallography markets, Bruker Optics has developed a portfolio of products around the areas of Fourier transform infrared (FT-IR), near infrared (FT-NIR), and Raman spectroscopies. The latter has also acted as exclusive worldwide distributor for bench-top NMR systems developed by the fourth sibling in the family act, Bruker BioSpin, who is not involved in the recent deal.
 
According to Frank Laukien, president and CEO of Bruker BioSciences, the deal will allow his company to expand its target market by approximately $700 million. In published statements, he was quick to point out that Bruker Optics' recent success in areas such as process analytical technology (PAT) initiatives and pharmaceutical forensics—identifying counterfeit drugs—will greatly facilitate Bruker Biosciences' growth in these areas.
 
"The combined company will benefit from a more diversified industrial customer base in the pharma/biotech, diagnostic, food & beverage, semiconductor, advanced materials and raw materials industries, as well as among academic, medical school, homeland security and governmental customers," said Dan Klevisha, vice president of Bruker Optics. "We believe that we can leverage sales and marketing synergies from the resulting three Bruker BioSciences operating companies for incremental growth in several industrial applications."
 
The deal also sees a shuffled association of the Laukien family, which held majority ownership positions in both companies—58 percent of Bruker Biosciences (undiluted) and 98% of Bruker Optics. Each of the Laukien shareholders will accept various combinations of cash and stock for their Bruker Optics shares.
 
The acquisition process should run relatively smoothly as Bruker Optics is headquartered in Billerica on the same campus as Bruker Biosciences. It also has manufacturing and research operations inHouston and Karlsruhe, Germany, as well as other service, sales, and applications centers around the world.
 
The number of shares of Bruker Biosciences stock will be determined from an average closing price of ten consecutive trading days ending three days prior to the closing date, which should occur sometime in the next few months. 

Randall C Willis

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