06-Dec-2007 - Bruker Corporation

Bruker BioSciences Corporation Announces Agreement to Acquire the Bruker BioSpin Group for $914 Million in Cash and Stock

Bruker BioSciences Corporation 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.

Excluding transaction fees, the acquisition is expected to be highly accretive for Bruker BioSciences, and should significantly improve its operating margin and cash flow profile. As an illustration, including the Bruker BioSciences shares to be issued in connection with this acquisition, and including estimated interest expense that would have been incurred on the acquisition related debt, the pro forma EPS for the combined companies in 2006 and for the nine months ended September 30, 2007 would have increased by more than 50%, when compared to the actual EPS of Bruker BioSciences as a stand-alone company during these periods. The combination is also expected to generate both additional revenue-related synergies through cross-selling opportunities and integrated solutions development, as well as modest cost and expense synergies through better sourcing efficiencies and shared administrative functions.

After the closing of this acquisition, Bruker BioSpin will join the existing Bruker BioSciences operating companies Bruker AXS, Bruker Daltonics and Bruker Optics.

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