FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/29/2023 |
3. Issuer Name and Ticker or Trading Symbol
Bruker Cellular Analysis, Inc. [ CELL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 81,254,441(1)(2) | I | By subsidiary(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On August 17, 2023, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bruker Corporation ("Bruker") and Bird Mergersub Corporation, a wholly owned subsidiary of Bruker ("Purchaser"). The Merger Agreement provided that Bruker will acquire the Issuer through a cash tender offer (the "Offer") by Purchaser for all of the Issuer's outstanding shares of common stock, par value $0.00005 per share. |
2. As of one minute past 11:59 p.m., New York City time, on September 28, 2023, the Offer expired and Purchaser accepted for purchase a total of 81,254,441 shares validly tendered and not validly withdrawn, representing approximately 81.5% of the outstanding shares of the Issuer. Following the expiration of the Offer, Purchaser merged with and into the Issuer on October 2, 2023, pursuant to Section 251(h) of the Delaware General Corporation Law, and, among other things, each share of common stock of Purchaser issued and outstanding immediately before October 2, 2023 automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Issuer (representing 1,000 shares in the aggregate) (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Bruker. As a result of the Offer and the Merger, Bruker acquired a total of 1,000 shares of common stock in exchange for $99,711,327 in cash. |
3. Purchaser is a wholly owned subsidiary of Bruker. |
Remarks: |
/s/ J. Brent Alldredge, Senior Vice President, General Counsel and Corporate Secretary, on behalf of Bruker Corporation | 10/03/2023 | |
/s/ J. Brent Alldredge, Secretary, on behalf of Bird Mergersub Corporation | 10/03/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |