||Bruker BioSciences Announces Post-Merger Restructuring; Company to Consolidate Certain Production Sites While Strengthening Sales and Customer Support
BILLERICA, Mass.--(BUSINESS WIRE)--Oct. 20, 2003--Bruker BioSciences Corporation (NASDAQ:BRKR) today announced a plan to consolidate two of its smaller production facilities with existing larger production facilities in the U.S. and Europe. This restructuring has already been partially implemented and is expected to be finalized in the second quarter of 2004.
Following the July 1st, 2003 merger of Bruker Daltonics and Bruker AXS, Bruker BioSciences has analyzed additional opportunities to drive its operating performance. The restructuring plan announced here goes beyond the original merger plan, and reflects the Company's commitment to cost-cutting and bottom-line improvement.
As part of the restructuring, the Bruker AXS business will consolidate its life sciences x-ray systems production in Madison, Wisconsin (USA), and will outsource or transfer to its other production centers the manufacturing of certain Bruker-Nonius technologies. Bruker-Nonius, a subsidiary of Bruker AXS located in Delft, The Netherlands, will strengthen its focus on applications and product development for life science x-ray crystallography and structural proteomics, as well as on marketing and customer support.
In addition, the Bruker Daltonics business will phase out manufacturing of substance detection products at its Faellanden, Switzerland site by the end of the second quarter of 2004. Due to this overall manufacturing consolidation, Bruker BioSciences expects to improve its operating performance by $2.5-3.0 million p.a. pre-tax, beginning in the third quarter of 2004.
Bruker BioSciences incurred associated restructuring costs of approximately $2.7 million in the third quarter of 2003, including non-cash charges for the write-down of goodwill and intangible assets of $1.2 million. These restructuring costs are separate from any anticipated special charges which were previously discussed in our S-4 filing in connection with the merger, including merger charges for acquired research and development, merger related costs and impairment of acquired assets.
"With the completion of the merger, we are pushing forward with a number of initiatives designed to further drive our top- and bottom-line growth," said Frank Laukien, President and CEO of Bruker BioSciences. "Beyond the merger synergies that we had discussed previously, we saw an opportunity for additional cost savings by improving our overall manufacturing efficiency. At the same time, we continue to gradually expand our global sales and customer support capabilities, commensurate with our growth objectives."
Martin Haase, President and CEO of Bruker AXS and Senior Vice President of Bruker BioSciences, commented: "We believe this restructuring is an important step towards improved efficiency of operations at Bruker BioSciences. This plan is expected to reduce our fixed cost of operations as well as overhead costs significantly, and is designed to improve our gross and operating margins. We maintain our strong focus on R&D and product innovation, which is the key to our future top- and bottom-line growth."
ABOUT BRUKER BIOSCIENCES
Bruker BioSciences Corporation, headquartered in Billerica, Massachusetts, is the publicly traded parent company of Bruker AXS Inc. and Bruker Daltonics Inc. Bruker AXS is a leading developer and provider of life science and advanced materials research tools based on X-ray technology.
||NanoSTAR - Enter the Universe of Nanostructure Analysis
The new NanoSTAR, the innovative small angle X-ray scattering system is the ideal tool to investigate precipitants in bulk materials and macromolecules in e.g. solutions with a size in the order of 10 to 1000 Angstroem.
Versatile experimental platform for nanostructure analysis due to flexible sample handling and adjustable beam path conditions.
Wide range of applications for analysis of polymers, biological materials, fibres, metals, nanopowders, complex fluids, etc.
Analysis of sizes, size distributions, shapes and orientation distributions in liquids, powders or bulk samples.
Efficient solution for scientists as well as researchers requiring fully automated measurements.
- All in one instrument :nanostructure analysis by means of Small Angle X-ray Scattering (SAXS);
- nanostructure mapping with scanning SAXS / X-ray radiography;
- molecular structure determination by Wide Angle X-rayScattering (WAXS).
The NanoSTAR is a joint project of: Bruker AXS, Institute of Chemistry at the University of Aarhus in Denmark, Max Planck Institute of Colloids and Interfaces, Department of Biomaterials in Potsdam, Germany and Material Competence Centre Leoben in Austria.
||Latest From the Denver conference
D8 FOCUS – Your Dedicated Performer for Powder Diffraction*
(* for the time being only available in USA and Canada)
The D8 FOCUS is our new attractively priced entry-level system for powder diffraction applications. Based on the proven D8 Series II technology, the D8 FOCUS continues the high quality standards of Bruker AXS and is upwardly compatible
Qualitative phase analysis
Quantitative phase analysis
Structure solution and refinement
Crystallite size determination
Parallel beam geometry for irregularly shaped samples and high- and low temperature measurements
Bragg-Brentano geometry for standard powder samples
Quick exchange of optics and sample holders without tools and without realignment.
Leading software with superior full-pattern search
Choice of detectors: scintillation counter, Sol-X, and position sensitive detector (PSD) to be exchanged without realignment
||Discovery Partners International, Inc. and Bruker AXS Inc. Announce Strategic Alliance and Distribution Agreement
SAN DIEGO and MADISON, Wis., July 25 /PRNewswire-FirstCall/ -- Discovery Partners International, Inc. (Nasdaq: DPII) and Bruker AXS Inc., a subsidiary of Bruker BioSciences Corporation (Nasdaq: BRKR) announced today that they have entered into a significant multi-year strategic alliance. Under the terms of the agreement, Discovery Partners and Bruker AXS will collaborate to provide seamless integration of systems for protein crystallization and X-ray crystallography for structural proteomics applications. Effective immediately, Bruker AXS will become the worldwide distributor for Discovery Partners' Crystal Farm(TM) line of protein crystallography products. Financial terms of the agreement were not disclosed.
Discovery Partners' Crystal Farm(TM) is the first commercially available integrated incubation and imaging system for protein crystallization to be offered to the Proteomics community. By providing high throughput protein crystallization automation, Crystal Farm(TM) is addressing the critical drug discovery quest for high-speed structure based drug design. This system combines capacity for up to 40,000 simultaneous experimental conditions, with DPI's patent pending "Cool Flash" imaging technology, and includes a web- browser based interface that controls all system functions either locally or remotely, including priority-based image scheduling, viewing and scoring. Experimental results stored in a SQL database can be easily mined for monitoring crystallization experiments
||Bruker Daltonics and Bruker AXS Announce Closing of Merger
"Today Bruker Daltonics and Bruker AXS come together as operating companies of Bruker BioSciences," said Frank H. Laukien, Ph.D., Chairman, President and Chief Executive Officer of Bruker BioSciences. "We are excited about the opportunity to combine forces with Bruker AXS and strengthen our presence in the marketplace, particularly in proteomics." ( life sciences industry). The stock deal is worth $103.6 million
In connection with the merger, Bruker BioSciences has formed two operating subsidiaries, Bruker AXS Inc. and Bruker Daltonics Inc., into which it has transferred substantially all of the assets and liabilities, except cash, which formerly belonged to Bruker AXS and Bruker Daltonics, respectively.
As a result of the merger, Bruker BioSciences expects to offer a significantly broader technology base and product portfolio, as well as an increased global distribution, sales and service infrastructure, while retaining the entrepreneurial spirit and impressive growth of the two individual companies. Bruker BioSciences will have a more diversified customer base including pharmaceutical, diagnostics, biotech and other industrial companies, as well as other academic, medical school and governmental customers. "
Combined, the companies expect revenue of between $250 million and $260 million for 2003.
Its new name and Nasdaq symbol, BRKR will start trading on July 2
||TOPAS V2.1 is a major update to V2.0 including numerous improvements within the graphical user interface such as modelling of observed line profile shapes, display of scan data and refinement results as well as output of refinement results on printer or into files. Most important new features include the Double-Voigt Approach for crystallite size and strain analysis as well as powerful functions for structure determination.
||Net sales for the three months ended March 31, 2003 increased 22% to $29.0 million, compared to $23.8 million for the three months ended March 31, 2002. After elimination of favourable currency effects, revenue growth was 6%. Gross margins for the quarter continued to improve, increasing to 40.3%, compared to 38.3% for the first quarter of 2002.
Cash and cash equivalents totaled $48.6 million as of March 31, 2003. During the first quarter 2003, the Company paid off total debt of approximately $1.7 million.
Strong sales of X-ray fluorescence systems, including the S4 Pioneer, and improved after-market sales were the drivers of growth, although $3.6 million of positive currency affects and $1.6 million of revenues from last year’s acquisition of MAC Science Ltd aqlso played a significant role.
||Bruker AXS launches a new Microfocus Rotating Anode Generator for Structural Biology, the MICROSTAR. This new source delivers a small but very bright X-ray spot, providing great benefit to the Structural Biology applications.
||Bruker Daltonics and Bruker AXS Announce Merger Agreement
BILLERICA, Mass. and MADISON, Wis.--(BUSINESS WIRE)--April 7, 2003 -- Combined Company Will be a Leading Provider of Life Science and Materials Research Tools with Broad Technology Platforms and More Comprehensive Systems for Proteomics
Bruker Daltonics Inc. (NASDAQ:BDAL) and Bruker AXS Inc. (NASDAQ: BAXS) today announced that they have entered into a definitive merger agreement intended to form a leading tools supplier for life science and materials research, with an emphasis on advancing proteomics. The agreement was signed following the unanimous approval of the Board of Directors of each company as well as the unanimous recommendations of independent Special Committees of both companies' boards.
In the merger, each outstanding share of common stock of Bruker AXS will be converted into the right to receive either 0.63 shares of common stock of Bruker Daltonics or, at the election of each Bruker AXS stockholder, consideration designed to be of equivalent value, payable 75% in Bruker Daltonics common stock and 25% in cash. Shares of outstanding common stock of Bruker Daltonics are not being changed in the merger.
The combined company, expected to be named Bruker BioSciences Corporation, will offer a significantly broader technology base and a greatly increased distribution, sales and service infrastructure, while retaining the entrepreneurial spirit and impressive growth of the two individual companies. With pro forma 2002 revenues of $220 million, and expected 2003 revenues between $250-260 million, the fast-growing combined company will increase its critical mass competitively, and will improve its worldwide geographical distribution coverage in the Americas, Europe and Asia. In addition, the combined company will benefit from a more diversified customer base of pharmaceutical, diagnostic and biotech companies, as well as other industrial, academic, medical school and governmental customers.
In particular, the combined company will have a broad range of mass spectrometry and x-ray analysis technology platforms to provide a unique combination of complementary systems for proteomics. Bruker Daltonics' Proteineer(TM) suite of mass spectrometry-based protein analysis systems is used in expression proteomics studies, including protein identification, de novo sequencing, as well as the detection and localization of post-translational modifications. It is complemented by Bruker AXS' X8(TM) series of x-ray crystallography systems for structural proteomics, which can give detailed three-dimensional structural information on proteins and on how proteins bind to other proteins, to DNA, or to small molecules (e.g. drug molecules). The combined product offerings also support many other applications in the life sciences, in advanced materials research, in industrial analysis, as well as in chemical and biological detection for defense and homeland security.
Frank Laukien, Ph.D., President and CEO of Bruker Daltonics, stated: "We believe that merging the two affiliated companies enhances our critical mass competitively and takes full advantage of the complementary nature of our technologies and product lines in the attractive proteomics market. After the merger, we expect incremental sales from a broader product offering and our combined marketing and distribution capabilities. Together with certain expense synergies, we expect this merger to accelerate our already fast-growing operating profitability."
Dr. Martin Haase, President and CEO of Bruker AXS, commented: "We are excited about this merger, as it allows the combined company to fully leverage its unique competitive advantages, its complementary technologies, as well as its much larger combined international distribution, sales and service organization. At the same time, we will retain the dynamic entrepreneurial drive of the two operating companies, which have both been among the fastest growing companies in the industry. We intend to maintain this organic growth momentum, while potentially complementing our top- and bottom-line growth with selected acquisitions."
Laura Francis, CFO of Bruker AXS, added: "Financially, we believe that we can drive incremental sales while at the same time leveraging certain expenses. Both will contribute to the expected continued growth of our combined operating profitability. In addition, for some time investors and research analysts have been encouraging a merger of the two public Bruker companies to attain greater scale and more liquidity for the capital markets."
DEAL STRUCTURE AND SCHEDULE
Under the agreement, Bruker AXS will merge into Bruker Daltonics. After the closing of the transaction, Bruker Daltonics expects to change its name to Bruker BioSciences Corporation. The exchange ratio of 0.63 reflects a premium of 27% to the average ratio implied by the closing stock prices for Bruker Daltonics and Bruker AXS for the last month. Based on Bruker Daltonics' closing stock price of $2.95 on April 4, 2003, the transaction implies a value of $1.86 per Bruker AXS share, or a deal value of approximately $103.6 million on a fully-diluted basis. The transaction is expected to qualify as a tax-free reorganization in the United States with respect to the stock consideration.
The principal stockholders of both companies, holding in excess of 50% of the outstanding common stock of each company, have committed to vote in favor of the transaction. The Special Committee of the Board of Directors of Bruker Daltonics has received an opinion from its financial advisor, Bear Stearns & Co. Inc., that the merger consideration is fair, from a financial point of view, to Bruker Daltonics and its minority stockholders. Likewise, the Special Committee of the Board of Directors of Bruker AXS has received an opinion from its financial advisor, JP Morgan, that the merger consideration is fair, from a financial point of view, to the minority stockholders of Bruker AXS.
The merger is structured so that Bruker BioSciences Corporation will be a NASDAQ-listed parent company, presumably under the new ticker symbol BRKR. The two operating subsidiaries of Bruker BioSciences will be Bruker Daltonics Inc. and Bruker AXS Inc., each to be run by their present management teams as strong, relatively independent operating companies.
The parent company, Bruker BioSciences Corporation, will be led by Frank Laukien as President and CEO, Martin Haase as Senior Vice President and Laura Francis as Chief Financial Officer. The ten member board of directors of Bruker BioSciences Corporation will be comprised of board members from both Bruker Daltonics and Bruker AXS.
The transaction is subject to customary regulatory approvals and the approval of the stockholders of both Bruker Daltonics and Bruker AXS. The merger is expected to close during the summer of 2003.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
THE TRANSACTIONS DESCRIBED IN THIS ANNOUNCEMENT HAVE NOT YET BEEN CONSUMMATED. AS SOON AS POSSIBLE, THE COMPANIES WILL FILE A JOINT PROXY STATEMENT/PROSPECTUS AND A REGISTRATION STATEMENT ON FORM S-4 WITH THE SEC. INVESTORS SHOULD READ EACH OF THESE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. INTERESTED PERSONS CAN OBTAIN THE REGISTRATION STATEMENT AND OTHER DOCUMENTS FOR FREE WHEN THEY ARE FILED ON THE SEC'S WEB SITE AT http://www.sec.gov. IF INTERESTED PARTIES WRITE OR CALL EITHER COMPANY, THE COMPANY WILL SEND THESE DOCUMENTS FOR FREE WHEN THEY ARE AVAILABLE.
ABOUT BRUKER DALTONICS
Bruker Daltonics is a leading developer and provider of innovative life science tools based on mass spectrometry. Its substantial investment in research and development allows it to design, manufacture and market a broad array of products intended to meet the rapidly growing needs of a diverse customer base, including pharmaceutical companies, biotechnology companies, proteomics companies, molecular diagnostics companies, academic institutions and government agencies. Bruker Daltonics has diverse technology platforms which integrate automated sample preparation and clean-up, advanced front-end AnchorChip MALDI targets and API source technology with cutting-edge proprietary MALDI-TOF, MALDI-TOF/TOF, ESI-(Q-q-)TOF, ion trap and (Q-q-)FTMS mass analyzers, as well as analysis and bioinformatics software. Bruker Daltonics is also a worldwide leader in supplying mass spectrometry-based systems for substance detection and pathogen identification in security and defense applications. For more information about Bruker Daltonics, please visit www.bdal.com
||Bruker AXS Enters Technology Joint Venture for Solid State X-Ray Detector Technology
MADISON, Wis., Mar 24, 2003 (BUSINESS WIRE) -- Bruker AXS Inc. (NASDAQ:BAXS), a leading global provider of advanced X-ray solutions for the life and advanced materials sciences, announced today that it entered a joint venture with Baltic Scientific Instruments Ltd., a leading company in solid state detector research and development for applications in materials research and elemental composition. As part of the agreement, Bruker AXS GmbH, a German subsidiary of Bruker AXS Inc., acquired a majority interest in Baltic Scientific Instruments, located in Riga/Latvia. Financial terms were not disclosed.
Baltic Scientific Instruments' core expertise is in solid state X-ray detector technology for materials research and elemental composition applications. Baltic Scientific Instruments has been a supplier to Bruker AXS since 2001. The energy dispersive X-ray (EDX) detector provided by Baltic Scientific Instruments has been helping to fuel growth and differentiation for Bruker AXS' D8 product line. The joint venture gives both companies the opportunity to explore additional research and development projects. In addition, the relationship provides additional opportunities for Bruker AXS to improve its gross margin, a key focus for the Company.
Bernard Kolodziej, Bruker AXS' Chief Financial Officer for European Operations and newly appointed Chairman of Baltic Scientific Instruments, stated: "This investment is in line with our strategy to expand our technology portfolio. We are confident that integrating the technologies developed by Baltic Scientific Instruments and those of Bruker AXS will increase our technology leadership. In addition, it will allow us to further grow Bruker AXS' global market share and gross margins. We are looking forward to expanding our already strong relationship with our colleagues at Baltic Scientific."
Vladimir Gostillo, Ph.D., President and one of the Founders of Baltic Scientific Instruments, said: "Our management team is pleased to join forces with an internationally known company like Bruker AXS. We believe the relationship will bring Baltic Scientific to the next level and make us a global OEM supplier for detector technologies. We are committed to continuing our current high pace of innovation. In addition, we will focus on building world-class, high-quality manufacturing."
Ilari Pihl, newly appointed Chief Operating Officer of Baltic Scientific Instruments, added: "Baltic Scientific Instruments brings a whole set of interesting and valuable technologies to Bruker AXS which will be the key for certain Bruker AXS product lines. This will also make it possible for Bruker AXS to access new market areas. The strategic investment by Bruker AXS also brings long-term stability and growth opportunities for Baltic Scientific Instruments, its employees, and management."