Acquisitions

12 Months Ended

Dec. 31, 2020

Acquisitions

Acquisitions

5.    Acquisitions

The impact of all acquisitions, individually and collectively, on revenues, net income and total assets was not material. Pro forma financial information reflecting all acquisitions has not been presented because the impact,

individually and collectively, on revenues, net income and total assets is not material. Amounts allocated to goodwill that are attributable to expected synergies are not expected to be deductible for tax purposes.

2020

Canopy Biosciences

On September 10, 2020, Bruker acquired Canopy Biosciences, LLC (“Canopy”) for a purchase price of $24.2 million with the potential for additional consideration of up to $5.0 million based on achieving revenue targets in calendar years 2021 and 2022. Canopy is a leader in high multiplex biomarker imaging for immunology, immune-oncology and cell therapy. Canopy will be integrated into the BSI Nano Segment. The acquisition is being accounted for under the acquisition method. The components and fair value allocation of the consideration transferred in connection with the acquisition are as follows (in millions):

Consideration Transferred:
Cash paid	$	24.4
Contingent consideration		0.5
Cash acquired		(0.5)
Working capital adjustment		0.3
Total consideration transferred	$	24.7
Allocation of Consideration Transferred:
Inventories	$	1.1
Accounts receivable		1.2
Other current and non-current assets		1.0
Property, plant and equipment		0.9
Operating lease assets		0.3
Intangible assets:
Technology		5.7
Customer relationships		6.1
Trade name		0.7
Backlog		0.3
Goodwill		12.0
Deferred taxes, net		(2.0)
Liabilities assumed		(2.6)
Total consideration allocated	$	24.7

The preliminary fair value allocation included contingent consideration in the amount of $0.5 million, which represented the estimated fair value of future payments to the former shareholders of Canopy based on achieving revenue targets for calendar years 2021 and 2022. The Company expects to complete the fair value allocation during the measurement period. The amortization period for the intangible assets acquired is ten years for the customer relationships and technology, eight years for the trade name and one year for the backlog intangible asset.

Hain

On October 15, 2018, Bruker acquired an 80% interest in Hain LifeScience GmbH (“Hain”) for a purchase price of Euro 66 million (approximately $76.4 million) with options to acquire the remaining 20%. Hain is an infectious disease specialist with a broad range of molecular diagnostics solutions for the detection of microbial and viral pathogens, as well as for molecular antibiotic resistance testing. Hain is located in Nehren, Germany and was integrated into the BSI Life Science Segment. On January 31, 2020, the Company acquired the

remaining 20% interest in Hain for a purchase price of EUR 20 million (approximately $22.2 million). The carrying value of the noncontrolling interest was accreted to the redemption value of EUR 20 million through retained earnings and then reclassified to additional paid in capital.

In addition to the acquisitions noted above, in 2020 the Company completed acquisitions that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the respective reportable segment for the acquisitions (in millions):

				Total		Cash
Name of Acquisition	Date Acquired		Segment	Consideration		Consideration
SmartTip B.V.		April 1, 2020	BSI Nano	$	3.1	$	2.4
Integrated Proteomics Applications, Inc.		August 7, 2020	BSI Life Science		3.0		3.0
				$	6.1	$	5.4

2019

On April 2, 2019, the Company acquired Rave LLC (Rave), a privately held company, for a purchase price of $52.2 million with the potential for additional consideration of up to $5.0 million based on revenue and gross margin achievements in 2019 and 2020. Rave develops and manufactures nanomachining and laser photomask repair equipment. Rave was integrated into the BSI NANO Segment. The acquisition of Rave was accounted for under the acquisition method. The components and fair value allocation of the consideration transferred in connection with the acquisition were as follows (in millions):

Consideration Transferred:
Cash paid	$	55.8
Contingent consideration		4.4
Working capital adjustment		(3.6)
Total consideration transferred	$	56.6
Allocation of Consideration Transferred:
Inventories	$	23.1
Accounts receivable		2.2
Other current and non current assets		0.8
Property, plant and equipment		2.1
Operating lease assets		1.0
Intangible assets:
Technology		17.9
Customer relationships		15.5
Trade name		1.5
Goodwill		6.4
Liabilities assumed		(13.9)
Total consideration transferred	$	56.6

The fair value allocation included contingent consideration in the amount of $4.4 million, which represented the estimated fair value of future payments to the former shareholders of Rave based on achieving revenue and gross margin percentage targets for the period ended April 30, 2020. The Company completed the fair value allocation during 2020. The amortization period for all intangible assets acquired in connection with Rave is ten years.

In addition to the Rave acquisition noted above, in the year ended December 31, 2019, the Company completed various other acquisitions that collectively complemented the Company’s existing product offerings or

added aftermarket and software capabilities to the Company’s existing businesses. The following table reflects the consideration transferred and the respective reportable segment for each of these acquisitions (in millions):

Name of Acquisition	Date Acquired	Segment	Consideration		Cash Consideration
Arxspan, LLC	March 4, 2019	BSI Life Science	$	16.6	$	14.4
Ampegon PPT GmbH	March 7, 2019	BEST		2.0		2.0
PMOD Technologies GmbH	July 1, 2019	BSI Life Science		8.9		7.9
Magnettech GmbH	October 2, 2019	BSI Life Science		9.3		9.3
BioVendor Instruments a.s.	November 1, 2019	BSI Life Science		1.3		1.3
			$	38.1	$	34.9

2018

In the year ended December 31, 2018, the Company completed various acquisitions that collectively complemented the its existing product offerings or added aftermarket and software capabilities to the Company’s existing businesses.

The following tables reflect the consideration transferred and the respective reportable segment for each of the 2018 acquisitions (in millions):

	Anasys		JPK		Mestrelab		Hain		Alicona
					BSI		BSI
Segment	BSI NANO		BSI NANO		Life Science		Life Science		BSI NANO
Consideration Transferred:
Cash paid	$	27.0	$	16.6	$	11.2	$	76.6	$	55.4
Cash acquired		—		(0.2)		(1.9)		(3.4)		(1.4)
Contingent consideration		5.3		4.3		—		—		—
Total consideration transferred	$	32.3	$	20.7	$	9.3	$	73.2	$	54.0
Allocation of Consideration Transferred:
Inventories	$	2.8	$	3.0	$	—	$	9.7	$	10.1
Accounts receivable		0.8		1.8		2.4		5.9		3.7
Other current and non-current assets		1.1		0.7		0.8		1.5		2.0
Property, plant and equipment		—		—		0.1		2.3		1.5
Intangible assets:
Technology		7.3		7.0		4.9		38.1		15.2
Customer relationship		8.0		7.5		4.7		38.6		19.8
Backlog		1.8		1.1		—		—		2.3
Trade name		0.6		0.6		0.5		3.9		1.9
Goodwill		16.6		8.0		12.5		42.3		19.3
Deferred taxes, net		(3.2)		(4.9)		(2.5)		(19.6)		(9.1)
Liabilities assumed		(3.5)		(4.1)		(1.3)		(15.0)		(6.5)
Assumed debt		—		—		—		(11.3)		(6.2)
Redeemable noncontrolling interest		—		—		—		(23.2)		—
Hybrid instrument liability		—		—		(12.8)		—		—
Total consideration transferred	$	32.3	$	20.7	$	9.3	$	73.2	$	54.0

Anasys

On April 8, 2018, the Company acquired a 100% interest in Anasys Instruments Corp. (Anasys), a privately held company, for a purchase price of $27.0 million with the potential for additional consideration based on

achieving revenue targets in 2019 and 2020. Anasys develops and manufactures nanoscale infrared spectroscopy and thermal measurement instruments. Anasys was integrated into the BSI NANO Segment.

The fair value allocation included contingent consideration in the amount of $5.3 million, which represented the estimated fair value of future payments to the former shareholders of Anasys based on Anasys achieving annual revenue targets for the years 2019 and 2020. The Company completed the fair value allocation in the fourth quarter of 2018. The amortization period for all intangible assets acquired in connection with Anasys is eight years, except for backlog which will be amortized over one year.

JPK

On July 11, 2018, the Company acquired a 100% interest in JPK Instruments AG (JPK), a privately held company, for a purchase price of Euro 14.2 million (approximately $16.6 million), with the potential for additional consideration based on various operational achievements throughout 2019 and 2020. JPK adds in-depth expertise in live-cell imaging, cellular mechanics, adhesion, and molecular force measurements, optical trapping, and biological stimulus-response characterization to Bruker’s capabilities. JPK is located in Berlin, Germany and was integrated into the BSI NANO Segment.

The fair value allocation included contingent consideration in the amount of $4.3 million, which represented the estimated fair value of future payments to the former shareholders of JPK based on JPK achieving various operational achievements for the years 2019 and 2020. The Company completed the fair value allocation in the second quarter of 2019. The amortization period for all intangible assets acquired in connection with JPK is eight years, except for backlog which was amortized over one year.

Mestrelab

On October 1, 2018, Bruker acquired a 24.9% interest in Mestrelab Research, S.L. (Mestrelab) for a purchase price of Euro 4.7 million (approximately $5.4 million) and acquired an additional 26.1% interest on December 4, 2018 for a purchase price of Euro 5.2 million (approximately $5.9 million). The Company has options that can be exercised after 2022 to acquire the remaining 49%. Mestrelab adds in-depth expertise to assist in advancing chemistry software that handles spectroscopic data and extracts and manages chemical information from a variety of analytical techniques, including, for example, NMR and mass spectrometry. Mestrelab is located in Santiago de Compostela, Spain and was integrated into the BSI Life Science Segment.

The Company completed the fair value allocation in the fourth quarter of 2019. The amortization period for all intangible assets acquired in connection with Mestrelab is nine years, except for customer relationships which will be amortized over ten years.

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 49% of Mestrelab for cash at a contractually defined redemption value. These rights (embedded derivative) are exercisable beginning in 2022 and can be accelerated, at a discounted redemption value, upon certain events related to post combination services. As the option is tied to continued employment, the Company classified the hybrid instrument (noncontrolling interest with an embedded derivative) as a long-term liability on the consolidated balance sheet. 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. During the year ended December 31, 2019, the fair value remeasurement resulted in a $2.3 million stock compensation benefit.

Hain

On October 15, 2018, Bruker acquired an 80% interest in Hain Lifescience GmbH (Hain) for a purchase price of Euro 66 million (approximately $76.4 million) and had options to acquire the remaining 20% exercisable after 2022. Hain is an infectious disease specialist with a broad range of molecular diagnostics solutions for the

detection of microbial and viral pathogens, as well as for molecular antibiotic resistance testing. Hain is located in Nehren, Germany and was integrated into the BSI Life Science Segment.

The Company completed the fair value allocation in the fourth quarter of 2019. The amortization period for all intangible assets acquired in connection with Hain is 15 years.

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provided the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 20% of Hain for cash at a contractually defined redemption value. These rights are accelerated in certain events. As the redemption 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 agreement establishes a redemption price floor of Euro 16.7 million. Beginning in 2022, the redemption price is capped at Euro 46 million and increases by Euro 6 million each year thereafter if unexercised by either party.

Subsequent to the acquisition, the redeemable noncontrolling interest is measured 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. During the year ended December 31, 2019, there were no adjustments to the carrying value of the redeemable noncontrolling interest.

Alicona

On December 17, 2018, Bruker acquired a 100% interest in Agapetus GmbH (Alicona) for a purchase price of Euro 48.9 million (approximately $55.4 million). Alicona is a provider of optical-based metrology products. Alicona is located in Graz, Austria and was integrated into the BSI NANO Segment.

The Company completed the fair value allocation in the fourth quarter of 2019. The amortization period for the intangible assets acquired in connection with Alicona is 8 years for the customer relationships and technology intangible assets, 12 years for the trade name intangible asset and 1 year for the backlog intangible asset.

Other Acquisitions

In addition to the acquisitions noted above, in the year ended December 31, 2018, the Company completed various other acquisitions that collectively complemented the Company’s existing product offerings or added aftermarket and software capabilities to the Company’s existing businesses. The total consideration transferred for the additional acquisitions was $12.7 million.