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Bruker Daltonics and Bruker AXS to Merge

Photonics.com
Apr 2003
BILLERICA, Mass. and MADISON, Wis., April 7, 2003-- Bruker Daltonics Inc. and Bruker AXS Inc., of Madison, Wis., announced today that they will merge in a deal worth approximately $103.6 million.

Bruker Daltonics makes life science tools based on mass spectrometry, and Bruker AXS develops advanced materials research tools based on x-ray technology. The combined company is expected to be named Bruker BioSciences Corp.

Bruker Daltonics said Bruker BioSciences will use mass spectrometry and x-ray analysis technology platforms to provide complementary systems for proteomics, or protein analysis. The combined products will also support applications in the life sciences, advanced materials research and industrial analysis, and chemical and biological detection for defense and homeland security.

In the merger, each outstanding share of common stock of Bruker AXS will be converted into the right to receive either .63 shares of common stock of Bruker Daltonics or consideration designed to be of equivalent value, payable 75 percent in Bruker Daltonics common stock and 25 percent in cash. Shares of outstanding common stock of Bruker Daltonics are not being changed in the merger.

Under the agreement, Bruker AXS will merge into Bruker Daltonics. After the closing of the transaction, Bruker Daltonics said it expects to change its name to Bruker BioSciences Corp. Bruker BioSciences Corp. will be a NASDAQ-listed parent company, and its two operating subsidiaries will be Bruker Daltonics Inc. and Bruker AXS Inc., which will be run by their present management teams.

Bruker BioSciences Corp. will be led by Frank Laukien as president and CEO, Martin Haase as senior vice president and Laura Francis as CFO. The ten-member board of directors of Bruker BioSciences Corp. will be comprised of board members from Bruker Daltonics and Bruker AXS. The merger is expected to close this summer.

For more information, visit: www.bdal.com



GLOSSARY
mass spectrometry
An instrumental technique that utilizes the mass-to-charge ratio of charged particles as recorded from a mass spectrometer in order to determine the mass of a particle as well as the chemical makeup, or elemental ionic composition of a given sample or molecule.
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