Acquisitions

9 Months Ended

Sep. 30, 2011

Acquisitions

Acquisitions

2.Acquisitions

On October 12, 2011, the Company completed the acquisition of Center for Tribology, Inc., (the “Tribology business”), a privately owned company based in California, U.S.A., for cash consideration of $13.0 million. The acquired business provides nano-mechanical and tribological test instrumentation for basic materials research and industrial manufacturing in a range of fields, including biomedical, petroleum, microelectronics, energy, and automotive markets. The acquisition of the Tribology business will be accounted for under the acquisition method and the Company expects to complete the allocation of the consideration transferred within the measurement period.

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, including measurement period adjustments recorded in 2011, are 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	2.9
Liabilities assumed	(0.8		)
Total consideration transferred	$	3.8

Measurement period adjustments made to the acquisition date fair values of the HPLC businesses have not been material.

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 expects to complete the allocation related to the HPLC acquisition 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 these businesses 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 complemented the Company’s atomic force microscopy products and expanded the Company’s offerings to industrial and applied markets, specifically in the fields of materials and nanotechnology research and analysis. At closing, $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 September 30, 2011, the Company has not completed the local business transfer as 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 fourth 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 nine 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 September 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 nine months of 2011 did not have a material impact on the results of operations for the three and nine months ended September 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 business acquired 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 September 30, 2010		Nine Months Ended September 30, 2010
Revenue	$	342.1	$	980.8
Net income attributable to Bruker Corporation	16.7		54.5
Net income per common share attributable to Bruker Corporation shareholders:
Basic and diluted	$	0.10	$	0.33

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.