NanoString is an Established Leader and
Valuable Innovator in Gene Expression Profiling and Spatial
Transcriptomics for Scientific and Clinical Research in
Healthcare
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.
Under 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.
On 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.
NanoString 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.
“The 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.”
Bruker 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.
As 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.
By 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.
Frank 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.”
Morgan, 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.
Cautionary Statement Regarding Forward-Looking
Statements
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240422896021/en/
Investor: Justin Ward Sr. Director, Investor Relations
& Corporate Development Bruker Corporation T: +1 (978) 313-5800
E: Investor.Relations@bruker.com
Bruker (NASDAQ:BRKR)
過去 株価チャート
から 5 2024 まで 6 2024
Bruker (NASDAQ:BRKR)
過去 株価チャート
から 6 2023 まで 6 2024