Full Press Release Details
the NanoString Business in an Asset Deal
is an Established Leader and Valuable Innovator in Gene Expression Profiling and Spatial Transcriptomics for Scientific and Clinical
Research in Healthcare
Massachusetts - April 22, 2024: Bruker Corporation (Nasdaq: BRKR) today announced that it has entered into a definitive acquisition
agreement with NanoString Technologies, Inc., headquartered in Seattle, Washington, a leading provider of solutions for spatial transcriptomics
and gene expression analysis (https://nanostring.com).
the asset purchase agreement, Bruker expects to acquire substantially all of the assets and rights associated with NanoString's
business, including the nCounter , GeoMx , CosMx and
AtoMx product lines, for approximately $392.6 million in cash, and the assumption of certain liabilities. In 2023, NanoString
generated revenues of approximately $168 million.
April 19, 2024, the transaction was approved under a court-supervised Chapter 11 sale process pursuant to Section 363 of the U.S. Bankruptcy
Code, and it is expected to close in the second quarter of 2024, subject to customary closing conditions.
is a provider of life science tools for discovery and translational research with leading solutions for spatial transcriptomics and gene
expression analysis. For over fifteen years, and with over 7,000 peer-reviewed publications, scientists and medical researchers have relied
on NanoString's pioneering instruments to advance biological, translational and clinical disease research.
acquisition of NanoString will add gene expression profiling and spatial transcriptomics solutions and products to Bruker's spatial
biology portfolio," commented Dr. Mark R. Munch, President of the Bruker NANO Group. "NanoString's innovative platforms
are complementary to Bruker's high-performance CellScape spatial proteomics platform. Over time we expect considerable, high-margin
consumables pull-through, which is inherent in spatial and single-cell biology solutions."
expects to fund the acquisition with cash on hand and established debt instruments. Following the closing, the NanoString business will
become part of the Bruker Spatial Biology business.
Bruker is unable to provide
guidance estimates for the NanoString business for the remainder of 2024, as its financial performance cannot yet be reliably estimated,
given the disruption of the Chapter 11 reorganization, the previous European Unified Patent Court's injunction on CosMx sales (which
has since been lifted), and the uncertainties of various US and European IP and antitrust litigation proceedings against an unusually
aggressive, larger spatial and single-cell biology competitor.
-Bruker Confidential-
a preliminary estimate, for the remainder of 2024, the transaction is expected to be dilutive to non-GAAP EPS by $0.15 to $0.20.
2026, Bruker expects the NanoString business to have rebounded and to be near break-even with resumed revenue growth and margin
improvements, also taking advantage of deal synergies, as Bruker is not acquiring NanoString's
public company overhead in this asset deal.
H. Laukien, Bruker's President & CEO, added: "Bruker regards Spatial Biology as a key pillar of our strategic focus on
the post-genomic era. For 2027 and beyond, we expect our combined Spatial Biology business to achieve double-digit organic revenue growth
with increasing non-GAAP EPS accretion. Bruker has a proven management process and an experienced leadership team with a successful track
record of integrating acquisitions and improving their profitable growth performance substantially over the years, while generating an
attractive return on invested capital."
Lewis & Bockius LLP and Goldman Sachs & Co. LLC are serving as legal and financial / strategic advisors, respectively, to Bruker.
NanoString is represented by Willkie Farr & Gallagher LLP as counsel, AlixPartners LLP as restructuring advisor and Perella Weinberg
Partners L.P. as restructuring investment banker.
About Bruker Corporation - Leader of
the Post-Genomic Era (Nasdaq: BRKR)
Bruker is enabling scientists and engineers to make
breakthrough post-genomic 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 post-genomic life science molecular and cell biology research, in applied and biopharma applications, in microscopy
and nanoanalysis, as well as in industrial and cleantech research, and next-gen semiconductor metrology in support of AI. 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.
-Bruker Confidential-
Cautionary Statement Regarding Forward-Looking
This communication contains "forward-looking
statements" regarding Bruker's acquisition of the NanoString business in an asset deal. All statements, other than statements
of historical facts, including statements concerning Bruker's fiscal year 2024 financial outlook, our outlook for non-GAAP EPS for
the remainder of 2024, the future financial performance of the NanoString business, including its net income, revenue growth and operating
margin, the timing and achievement of organic revenue growth and non-GAAP EPS accretion from the combined Spatial Biology business; Bruker's
and NanoString'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 asset purchase agreement entered into in accordance with
the proposed transaction; the possibility that the proposed transaction will not be completed in the expected timeframe or at all; Bruker's
ability to integrate NanoString and achieve the expected synergies; risks relating to the potential diversion of management's attention
from Bruker's ongoing business operations; the risk of stockholder litigation and any other legal proceedings relating to the transaction,
including resulting expense; the risk that any announcements relating to the transaction could have adverse effects on the market price
of Bruker's common stock; the risk that the transaction and its announcement could have an adverse effect on the ability of NanoString
to retain and hire key personnel and to maintain relationships with customers, vendors, employees and other business partners and on its
operating results and business generally; and the risk that Bruker's financial results may not be consistent with current guidance
or that Bruker may not reliably predict the impact of the acquisition on its financial results or guidance. For further discussion of
these and other risks and uncertainties, see Bruker's most recent Form 10-K and Form 10-Q filings with the SEC. Except as required
by law, Bruker does not undertake any duty to update forward-looking statements to reflect events after the date of this press release.
Sr. Director, Investor Relations & Corporate
T: +1 (978) 663-3660 x1479
-Bruker Confidential-