Bruker BioSciences Corp. announced yesterday that it will acquire privately held molecular spectroscopy company Bruker Optics Inc. for $135 million, with approximately $80 million to be paid in cash and $55 million in Bruker BioSciences stock.
The acquisition, approved unanimously by the boards of both companies, is a related-party transaction because five members of the Laukien family own the majority of both companies: 58 percent of Bruker BioSciences and 98 percent of Bruker Optics. The acquisition agreement was signed between Bruker BioSciences, Bruker Optics and all Bruker Optics shareholders. The five Laukien Bruker Optics shareholders will receive combinations of cash and Bruker BioSciences stock as payment for their Bruker Optics shares.
As consideration for his 19 percent ownership of Bruker Optics, Bruker BioSciences President and CEO Frank Laukien will receive 80 percent of his compensation in Bruker BioSciences stock and 20 percent in cash. After the closing, Bruker BioSciences will be led by Frank Laukien as president and CEO, William Knight as CFO and Dirk Laukien as senior vice president. The 10-member Bruker BioSciences board of directors will remain unchanged, according to the company.
Bruker Optics manufactures research, analytical and process analysis instruments based on Fourier transform infrared (FT-IR) and near-infrared (FT-NIR), as well as on FT and dispersive Raman spectroscopy. It also exclusively distributes bench-top time-domain (or non-FT) nuclear magnetic resonance instruments manufactured by its affiliate, Bruker BioSpin GmbH, which is not involved in this transaction.
In January 2006 Bruker Optics won a contract worth more than $15 million from the People's Republic of China to deliver more than 300 NIR spectrometers to be used for counterfeit drug detection. For 2005, Bruker Optics recorded total revenue of $78.7 million, operating income of $12 million and net income of $6.3 million.
According to Bruker BioSciences, the combined company will have a broad range of mass spectrometry, x-ray analysis and molecular spectroscopy technology platforms to provide systems for chemical and materials analysis, as well as for proteomics. It will also provide instrumentation and molecular analysis solutions to the life science, materials research, homeland security and industrial markets.
Bruker Optics is headquartered in Billerica on the same campus as Bruker BioSciences, and has research and manufacturing facilities near Karlsruhe, Germany, and Houston, Texas. After the closing, Bruker Optics will become a third operating company of Bruker BioSciences, in addition to Bruker Daltonics and Bruker AXS. Bruker Optics will continue to be managed by its present management team under President Dirk Laukien, who has led the company for over 10 years.
For more information, visit www.bruker-biosciences.com