Bruker Daltonics and Bruker AXS Announce Merger Agreement
Bruker Daltonics Inc. and Bruker AXS Inc. announced that they have entered into a definitive merger agreement intended to form a leading tools supplier for life science and materials research, with an emphasis on advancing proteomics. The agreement was signed following the unanimous approval of the Board of Directors of each company as well as the unanimous recommendations of independent Special Committees of both companies' boards.
In the merger, each outstanding share of common stock of Bruker AXS will be converted into the right to receive either 0.63 shares of common stock of Bruker Daltonics or, at the election of each Bruker AXS stockholder, consideration designed to be of equivalent value, payable 75% in Bruker Daltonics common stock and 25% in cash. Shares of outstanding common stock of Bruker Daltonics are not being changed in the merger.
The combined company, expected to be named Bruker BioSciences Corporation, will offer a significantly broader technology base and a greatly increased distribution, sales and service infrastructure, while retaining the entrepreneurial spirit and impressive growth of the two individual companies. With pro forma 2002 revenues of $220 million, and expected 2003 revenues between $250-260 million, the fast-growing combined company will increase its critical mass competitively, and will improve its worldwide geographical distribution coverage in the Americas, Europe and Asia. In addition, the combined company will benefit from a more diversified customer base of pharmaceutical, diagnostic and biotech companies, as well as other industrial, academic, medical school and governmental customers.
In particular, the combined company will have a broad range of mass spectrometry and x-ray analysis technology platforms to provide a unique combination of complementary systems for proteomics. Bruker Daltonics' Proteineer(TM) suite of mass spectrometry-based protein analysis systems is used in expression proteomics studies, including protein identification, de novo sequencing, as well as the detection and localization of post-translational modifications. It is complemented by Bruker AXS' X8(TM) series of x-ray crystallography systems for structural proteomics, which can give detailed three-dimensional structural information on proteins and on how proteins bind to other proteins, to DNA, or to small molecules (e.g. drug molecules). The combined product offerings also support many other applications in the life sciences, in advanced materials research, in industrial analysis, as well as in chemical and biological detection for defense and homeland security.
Frank Laukien, Ph.D., President and CEO of Bruker Daltonics, stated: "We believe that merging the two affiliated companies enhances our critical mass competitively and takes full advantage of the complementary nature of our technologies and product lines in the attractive proteomics market. After the merger, we expect incremental sales from a broader product offering and our combined marketing and distribution capabilities. Together with certain expense synergies, we expect this merger to accelerate our already fast-growing operating profitability."
Dr. Martin Haase, President and CEO of Bruker AXS, commented: "We are excited about this merger, as it allows the combined company to fully leverage its unique competitive advantages, its complementary technologies, as well as its much larger combined international distribution, sales and service organization. At the same time, we will retain the dynamic entrepreneurial drive of the two operating companies, which have both been among the fastest growing companies in the industry. We intend to maintain this organic growth momentum, while potentially complementing our top- and bottom-line growth with selected acquisitions."
Laura Francis, CFO of Bruker AXS, added: "Financially, we believe that we can drive incremental sales while at the same time leveraging certain expenses. Both will contribute to the expected continued growth of our combined operating profitability. In addition, for some time investors and research analysts have been encouraging a merger of the two public Bruker companies to attain greater scale and more liquidity for the capital markets."
Under the agreement, Bruker AXS will merge into Bruker Daltonics. After the closing of the transaction, Bruker Daltonics expects to change its name to Bruker BioSciences Corporation. The exchange ratio of 0.63 reflects a premium of 27% to the average ratio implied by the closing stock prices for Bruker Daltonics and Bruker AXS for the last month. Based on Bruker Daltonics' closing stock price of $2.95 on April 4, 2003, the transaction implies a value of $1.86 per Bruker AXS share, or a deal value of approximately $103.6 million on a fully-diluted basis. The transaction is expected to qualify as a tax-free reorganization in the United States with respect to the stock consideration.
The principal stockholders of both companies, holding in excess of 50% of the outstanding common stock of each company, have committed to vote in favor of the transaction. The Special Committee of the Board of Directors of Bruker Daltonics has received an opinion from its financial advisor, Bear Stearns & Co. Inc., that the merger consideration is fair, from a financial point of view, to Bruker Daltonics and its minority stockholders. Likewise, the Special Committee of the Board of Directors of Bruker AXS has received an opinion from its financial advisor, JP Morgan, that the merger consideration is fair, from a financial point of view, to the minority stockholders of Bruker AXS.
The merger is structured so that Bruker BioSciences Corporation will be a NASDAQ-listed parent company, presumably under the new ticker symbol BRKR. The two operating subsidiaries of Bruker BioSciences will be Bruker Daltonics Inc. and Bruker AXS Inc., each to be run by their present management teams as strong, relatively independent operating companies.
The parent company, Bruker BioSciences Corporation, will be led by Frank Laukien as President and CEO, Martin Haase as Senior Vice President and Laura Francis as Chief Financial Officer. The ten member board of directors of Bruker BioSciences Corporation will be comprised of board members from both Bruker Daltonics and Bruker AXS.
The transaction is subject to customary regulatory approvals and the approval of the stockholders of both Bruker Daltonics and Bruker AXS. The merger is expected to close during the summer of 2003.