Acquisitions

6 Months Ended

Jun. 30, 2011

Acquisitions

Acquisitions

2. Acquisitions

On April 1, 2011, the Company completed the acquisition of Michrom Bioresources Inc. (the “HPLC business”), a privately owned company based in California, U.S.A., that provides high performance liquid chromatography instrumentation, accessories and consumables to the life science market. The acquisition of the HPLC business is being accounted for under the acquisition method. The components of the consideration transferred and the allocation of the consideration transferred in connection with the HPLC business is as follows (in millions):

	HPLC
Consideration Transferred:
Cash paid	$	1.1
Stock issued	2.9
Cash acquired	(0.2		)
Total consideration transferred	$	3.8
Allocation of Consideration Transferred:
Accounts receivable	$	0.2
Inventory	1.3
Property, plant and equipment	0.2
Intangible assets	1.2
Goodwill	1.7
Liabilities assumed	(0.8		)
Total consideration transferred	$	3.8

The Company has not completed the final allocation of the consideration transferred in connection with the acquisition of the HPLC business because the valuation of inventory and intangible assets is not complete. The Company will complete the allocation related to the acquisition of the HPLC business within the measurement period. The results of the HPLC business have been included in the Scientific Instruments segment from the date of the acquisition. Pro forma information reflecting the acquisition of the HPLC business has not been provided because the impact on revenues, net income and net income per common share attributable to Bruker Corporation shareholders is not material.

In October 2010, the Company completed the acquisition of Veeco Metrology Inc., a scanning probe microscopy and optical industrial metrology instruments business (the “nano surfaces business”), from Veeco Instruments Inc. (“Veeco”) for cash consideration of $230.4 million. The Company financed the acquisition with $167.6 million borrowed under a revolving credit agreement and the balance with cash on hand. The acquired business complements the Company’s existing atomic force microscopy products and expands the Company’s offerings to industrial and applied markets, specifically in the fields of materials and nanotechnology research and analysis. Under the purchase agreement, $22.9 million of the purchase price was paid into escrow pending the resolution of indemnification obligations and working capital obligations of the seller. At June 30, 2011, the Company has not completed the local business transfer of the part of the acquired business in China because the Company is in the process of establishing a local legal entity. The Company paid approximately $7.2 million to Veeco for the net assets in China and has recorded this amount in other current assets because the Company expects to complete the local business transfer in the third quarter of 2011.

The acquisition of the nano surfaces business is being accounted for under the acquisition method. The Company made the following adjustments to its allocation of the consideration transferred in the first six months of 2011 (in millions):

	Acquisition Date Fair Values, as Reported at December 31, 2010			Measurement Period Adjustments			Acquisition Date Fair Values, as Reported at June 30, 2011
Accounts receivable	$	21.8		$	—		$	21.8
Inventory	33.5			—			33.5
Other current assets	8.1			—			8.1
Property, plant and equipment	18.0			—			18.0
Intangible assets	110.5			2.0			112.5
Goodwill	51.0			(2.0		)	49.0
Liabilities assumed	(12.5		)	—			(12.5		)
	$	230.4		$	—		$	230.4

The measurement period adjustments made during the first half of 2011 did not have a material impact on the results of operations for the three and six months ended June 30, 2011, and would not have had a material impact on the results of operations for the three months ended December 31, 2010. The Company has not yet completed the final allocation of the consideration transferred in connection with the acquisition of the nano surfaces business because of the local business transfer of the part of the acquired business in China.

The following table sets forth pro forma financial information reflecting the acquisition of the nano surfaces business as if the results of the nano surfaces business had been included in the Company’s unaudited condensed consolidated financial statement of operations as of January 1, 2010 (in millions, except per share data):

	Three Months Ended June 30, 2010		Six Months Ended June 30, 2010
Revenue	$	332.5	$	638.7
Net income attributable to Bruker Corporation	21.9		37.8
Net income per common share attributable to Bruker Corporation shareholders:
Basic and diluted	$	0.13	$	0.23

The pro forma financial information presented above assumes that the acquisition of the nano surfaces business occurred as of January 1, 2009. The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2010.