XML 20 R11.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions
3 Months Ended
Mar. 31, 2022
Acquisitions  
Acquisitions
4.
Acquisitions

Pro forma financial information reflecting all acquisitions has not been presented because the impact, individually and collectively, on revenues and net income is not material. Amounts allocated to goodwill that are attributable to expected synergies are not expected to be deductible for tax purposes.

2022

PreOmics GmbH

On January 18, 2022, the Company acquired a 74.15% interest in PreOmics GmbH, (“PreOmics”), a privately held company, for a purchase price of EUR 46.1 million (approximately $52.1 million). PreOmics is a leading provider of sample preparation and automation solutions for proteomic analysis by mass spectrometry systems. PreOmics is located in Munich, Germany and was integrated into Bruker CALID Group within the BSI Life Science Segment.

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 25.85% of PreOmics for cash at a contractually defined redemption value for both the original founders and other shareholders of PreOmics, exercisable beginning in 2026. The fair value of these rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the founders and the amount attributable to other shareholders.

The rights (embedded derivative) associated with the founders can be accelerated, at a discounted redemption value, upon certain events related to post combination services. As the options are tied to continued employment, and the Company classified the hybrid instrument (noncontrolling interest with an embedded derivative) as a long-term liability on the condensed consolidated balance sheet. The hybrid instrument associated with the founders is initially measured at fair value and subsequent to the acquisition, the carrying value of the hybrid instrument is remeasured to fair value with changes recorded to stock-based compensation expense in proportion to the requisite service period vested.

The rights associated with the other noncontrolling interest shareholders are contingently redeemable at the option of the other noncontrolling interest shareholders. As redemption of the rights is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interest is initially measured at fair value and subsequently at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

The Company expects to complete the fair value allocation during the measurement period. The amortization period for the intangible assets acquired is nine years for technology, and twelve years for the trade name and customer relationships.

The components and fair value allocation of the consideration transferred in connection with the acquisition are as follows (in millions):

 

Consideration Transferred:

 

 

 

Cash paid

 

$

52.1

 

Cash acquired

 

 

(16.0

)

Fair value of hybrid financial instrument - founders

 

 

20.9

 

Fair value of redeemable noncontrolling interest - other shareholders

 

 

6.8

 

Total consideration transferred

 

$

63.8

 

Allocation of Consideration Transferred:

 

 

 

Accounts receivable

 

$

0.4

 

Inventories

 

 

0.6

 

Other current assets

 

 

0.7

 

Property, plant and equipment

 

 

1.3

 

Other assets

 

 

0.4

 

Intangible assets:

 

 

 

Technology

 

 

12.5

 

Customer relationships

 

 

6.9

 

Trade name

 

 

1.9

 

Goodwill

 

 

47.0

 

Liabilities assumed

 

 

(7.9

)

Total consideration allocated

 

$

63.8

 

In addition to the PreOmics acquisition, during the three months ended March 31, 2022, the Company completed various other acquisitions accounted for under the acquisition method that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the respective reporting segment for the acquisitions (in millions):

 

Name of Acquisition

 

Date Acquired

 

Segment

 

Total
Consideration

 

 

Cash
Consideration

 

Prolab Instruments GmbH

 

January 17, 2022

 

BSI Life Science

 

$

5.7

 

 

$

5.5

 

PepSep Holding ApS

 

February 1, 2022

 

BSI Life Science

 

 

4.1

 

 

 

2.8

 

 

 

 

 

 

 

$

9.8

 

 

$

8.3

 

In the three months ended March 31, 2022, the Company completed a minority investment that complemented the Company's existing product offerings. The following table reflects the consideration transferred and the respective reporting segment for this investment (in millions):

 

Name

 

Acquisition /
Investment

 

Date Acquired

 

Segment

 

Total
Consideration

 

 

Cash
Consideration

 

PrognomiQ, Inc

 

Investment

 

February 16, 2022

 

BSI Life Science

 

$

12.0

 

 

$

12.0

 

 

 

 

 

 

 

 

 

$

12.0

 

 

$

12.0

 

Subsequent Event Acquisitions

On April 1, 2022, the Company completed a share purchase agreement to acquire 100% of the outstanding stock of Optimal Industrial Technologies Limited (“OIT”) and Optimal Industrial Automation Limited (“OIA”), collectively “Optimal”. The purchase price for the outstanding shares of OIT and OIA, collectively, was approximately GBP 30.7 million (approximately $40.3 million) with the potential for additional consideration of up to GBP 3.4 million (approximately $4.5 million). Optimal is located in Bristol, England, and will be integrated into the Bruker BioSpin Group within the BSI Life Science Segment.

On April 5, 2022, the Company entered into a merger agreement with IonSense, Inc. for a purchase price of $8.0 million with the potential for additional consideration of up to $12.5 million. IonSense, Inc. is located in Saugus, Massachusetts and, following closing, will be integrated into the Bruker CALID Group within the BSI Life Science Segment.

On April 28, 2022, the Company completed a minority investment in Tofwerk, AG, for CHF 18.0 million (approximately $18.6 million). Tofwerk, AG is located in Gwatt (Thun), Switzerland and will be integrated into the Bruker CALID Group within the BSI Life Science Segment.