Acquisition initiates Bruker’s entry into
functional single-cell biology research solutions
Bruker Corporation (Nasdaq: BRKR) and PhenomeX Inc. (Nasdaq:
CELL) today announced that they have signed a definitive agreement
for Bruker to acquire PhenomeX for $1.00 per share in an all-cash
transaction. The proposed acquisition values PhenomeX at a total
equity value of approximately $108 million. PhenomeX is a
functional cell biology company that provides single-cell biology
research tools to deliver deep insights into cellular function and
new perspectives on phenomes and genotype-to-phenotype
linkages.
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PhenomeX was formed in early 2023 through the combination of
Berkeley Lights and IsoPlexis, and PhenomeX currently has an
installed base of more than 400 instruments. PhenomeX provides
single-cell biology workflows with instruments, software and
molecular biology reagents. The PhenomeX products include the key
Beacon® Optofluidic platform, as well as the IsoLight® and
IsoSpark® proteomics barcoding platform. The Beacon Optofluidic
system enables researchers to accelerate biologics product
development by functional characterization of tens of thousands of
single cells in parallel, while maintaining the cells in a healthy
state for further genomic and proteomic profiling, connecting
phenotype with genotype and other multiomic information. The
Protein Barcoding Suite includes the IsoLight® and IsoSpark®
instruments, which automate multiplexed measurements of the
extracellular proteome and of the intracellular proteome of single
cells for translational research.
Dr. Mark R. Munch, President of the Bruker NANO Group,
commented: “The unique single-cell analysis platforms of PhenomeX
are enabling researchers to more rapidly and precisely unlock new
insights in functional cell biology research leading to important
discoveries across the large and rapidly growing markets of
antibody therapeutics, cell line development, cell therapy and gene
therapy. This acquisition will mark Bruker’s entry into single-cell
biology research tools, which complements Bruker’s emerging spatial
biology business - in support of our transformational Project
Accelerate 2.0 strategy.”
“This is an important next step for PhenomeX as we bring
together two companies passionate about innovating for our
customers to support human health,” said Siddhartha Kadia, PhD,
Chief Executive Officer and Director of PhenomeX. “By joining
forces with Bruker, a respected and innovative global leader in
life science research tools, we will not only enhance PhenomeX’s
differentiated, high-value technologies but also our customers’
abilities to discover novel antibodies and accelerate development
and manufacturing of cell and gene therapies. I am very proud of
the PhenomeX team, and excited to work with our new colleagues at
Bruker as we enter our next phase of growth.”
For Bruker, Perella Weinberg Partners acted as financial advisor
and Morgan Lewis as legal advisor. For PhenomeX, William Blair
& Company, L.L.C. acted as financial advisor and Freshfields
Bruckhaus Deringer LLP as legal advisor.
Terms of the Agreement
Bruker will commence a tender offer to acquire all outstanding
shares of PhenomeX for a purchase price of $1.00 per share in cash,
for a total equity value of approximately $108 million. The
transaction is not subject to any financing conditions and is
expected to close in the fourth quarter of 2023, subject to
customary closing conditions. After the tender offer closes,
PhenomeX will merge into a wholly owned subsidiary of Bruker, and
any shares of PhenomeX that were not tendered in the tender offer
will be converted into the right to receive the same per-share
consideration as paid in the tender offer.
About PhenomeX
PhenomeX is empowering scientists to leverage the full potential
of each cell and drive the next era of functional cell biology that
will advance human health. We enable scientists to reveal the most
complete insights on cell function and obtain a full view of the
behavior of each cell. Our unique suite of proven high-throughput
tools and services offer unparalleled resolution and speed,
accelerating the insights that are key to advancing discoveries
that can profoundly improve the prevention and treatment of
disease. Our award-winning platforms are used by researchers across
the globe, including those at the top 15 global pharmaceutical
companies and approximately 85% of leading U.S. comprehensive
cancer centers.
About Bruker
Bruker is enabling scientists to make breakthrough discoveries
and develop new applications that improve the quality of human
life. Bruker’s high performance scientific instruments and high
value analytical and diagnostic solutions enable scientists to
explore life and materials at molecular, cellular, and microscopic
levels. In close cooperation with our customers, Bruker is enabling
innovation, improved productivity, and customer success in
life-science molecular and cell biology research, in applied and
pharma applications, in microscopy and nanoanalysis, as well as in
industrial research, semiconductor metrology and cleantech
applications. Bruker offers differentiated, high-value life science
and diagnostics systems and solutions in preclinical imaging,
clinical phenomics research, proteomics and multiomics, spatial and
single-cell biology, functional structural and condensate biology,
as well as in clinical microbiology and molecular diagnostics. For
more information, please visit: www.bruker.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking statements”
regarding the potential acquisition of PhenomeX.
All statements, other than statements of historical facts,
including statements concerning Bruker’s and PhenomeX’s plans,
objectives, goals, beliefs, strategy and strategic objectives,
future events, business conditions, results of operations,
financial position, business outlook, business trends and other
information, may be forward-looking statements. Forward-looking
statements generally can be identified by the use of
forward-looking terminology such as “anticipate,” “believe,”
“contemplate,” “continue,” “could,” “estimate,” “expect,” “goal,”
“intend,” “may,” “plan,” “potential” “predict,” “project,” “seek,”
“should,” “strategy,” “target,” or “will” or the negatives of these
terms or variations of them or similar terminology.
Readers are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on
these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of
risks and uncertainties.
Risks and uncertainties include, but are not limited to: the
risk that the closing conditions for the proposed transaction will
not be satisfied; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement entered into in accordance with the proposed transaction;
uncertainty as to the percentage of PhenomeX stockholders that will
support the proposed transaction and tender their shares in the
offer; the risk of stockholder litigation relating to the proposed
transaction, including resulting expense or delay; the possibility
that the proposed transaction will not be completed in the expected
timeframe or at all; the risk that any announcements relating to
the proposed transaction could have adverse effects on the market
price of PhenomeX's common stock; and the risk that the proposed
transaction and its announcement could have an adverse effect on
the ability of PhenomeX to retain and hire key personnel and to
maintain relationships with customers, vendors, employees,
stockholders and other business partners and on its operating
results and business generally.
For further discussion of these and other risks and
uncertainties, see Bruker’s and PhenomeX’s most recent Form 10-K
and Form 10-Q filings with the SEC. Except as required by law,
neither Bruker nor PhenomeX undertakes any duty to update
forward-looking statements to reflect events after the date of this
press release.
Additional Information about the Acquisition and Where to
Find It
The tender offer described in this communication has not yet
commenced, and this communication is neither an offer to purchase
nor a solicitation of an offer to sell securities. At the time the
tender offer is commenced, Bruker and its acquisition subsidiary
will file a tender offer statement on Schedule TO with the SEC, and
PhenomeX will file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC.
Investors and PhenomeX security holders are strongly advised
to read the tender offer statement (including the offer to
purchase, letter of transmittal and related tender offer documents)
that will be filed by Bruker and its acquisition subsidiary with
the SEC and the related solicitation/recommendation statement on
Schedule 14D-9 that will be filed by PhenomeX with the SEC, in
their entirety when they become available, because they will
contain important information, including the terms and conditions
of the offer.
Once filed, these documents will be available at no charge on
the SEC’s website at www.sec.gov or from the information agent that
will be named in the tender offer materials. In addition, a copy of
the tender offer statement and other related documents filed with
or furnished to the SEC by Bruker or its acquisition subsidiary may
be obtained free of charge on Bruker’s website at ir.bruker.com,
and a copy of the solicitation/recommendation statement and other
related documents filed with or furnished to the SEC may be
obtained free of charge on PhenomeX’s website at
investors.phenomex.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20230817308539/en/
Investor Contact: Justin Ward Sr. Director, Investor Relations
& Corporate Development Bruker Corporation T: +1 (978) 313-5800
E: Investor.Relations@bruker.com
PhenomeX Investor Contact: IR@phenomex.com
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