Acquisitions

12 Months Ended

Dec. 31, 2021

5. 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.

2021

In the year ended December 31, 2021, the Company completed various acquisitions that collectively complemented its existing product offerings of to the Company’s existing businesses. The following table reflects the consideration transferred and the respective reportable segment for each of the 2021 acquisitions (in millions):


	SCI Instruments			Molecubes NV
Segment	BSI Nano			BSI Life Science
Consideration Transferred:
Cash paid	$	28.0		$	21.1
Fair value of contingent consideration		1.0			0.4
Working capital adjustment		(0.6	)		—

Total consideration transferred	$	28.4		$	21.5

Allocation of Consideration Transferred:
Cash	$	—		$	1.1
Accounts receivable		—			1.2
Inventories		1.0			1.5
Other current assets		—			0.3
Property, plant and equipment		—			0.1
Intangible assets:
Technology		7.1			3.4
Customer relationships		6.4			2.4
Trade name		0.4			0.5
Backlog		1.2			0.1
Goodwill		12.6			14.1
Deferred taxes		—			(1.6	)
Liabilities assumed		(0.3	)		(1.6	)

Total consideration allocated	$	28.4		$	21.5

SCI Instruments

On August 24, 2021, the Company acquired SCI Instruments (“SCI”), a privately held company, for a purchase price of $28.0 million with the potential for additional consideration of up to $4.0 million based on revenue and gross margin achievements in the calendar years 2022 and 2023. SCI is a manufacturer of advanced metrology systems and analysis software and serves major companies in the semiconductor, optoelectronics, data storage, display, MEMS, and optical coating industries. SCI will be integrated into the BSI Nano Segment. The acquisition is being accounted for under the acquisition method.

The preliminary fair value allocation included contingent consideration in the amount

of $1.0

million, which represented the estimated fair value of future payments to the former shareholders of SCI based on achieving revenue and gross margin targets for the calendar years 2022 and 2023. 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 trade name and technology, and

nine years

for the customer relationships. The backlog intangible asset will be amortized through March 31, 2022.

Molecubes NV

On November 17, 2021, the Company acquired Molecubes NV

(“Molecubes”),

a privately held company, for a purchase price of EUR 18.7 million (approximately $21.1 million) with the potential for additional consideration of up to EUR 3.0 million (approximately $3.4 million) based on revenue and gross margin achievements. Molecubes manufactures and sells preclinical imaging CUBES that enable researchers to perform high-performance SPECT/CT and PET/CT studies without the need for complex system handling. The acquisition is being accounted for under the acquisition method.

The preliminary fair value allocation included contingent consideration in the amount of EUR 0.4 million (approximately $0.4 million), which represented the estimated fair value of future payments to the former shareholders of Molecubes based on achieving revenue and gross margin targets in 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 trade name, technology, and customer relationships. The backlog intangible asset was fully amortized as of December 31, 2021.

In addition to the SCI and Molecubes acquisitions, in 2021 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 reportable segment for these acquisitions (in millions):


Name of Acquisition	Date Acquired		Segment		Total Consideration		Cash Consideration
Creative Instruments		July 1, 2021		BSI Life Science	$	1.0	$	1.0
SVXR, Inc		September 9, 2021		BSI Nano		13.4		11.9

					$	14.4	$	12.9

In addition to the acquisitions noted above, in 2021 the Company completed minority investments 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):

Name

Acquisition /
Investment

Financial
Statement
Classification

Date Acquired

Segment

Total
Consideration

Cash
Consideration

Glycopath Inc.

Investment

Other long-term

assets

February 18, 2021

BSI Life Science

2.0

IonPath Inc.

Investment

Other long-term

assets

March 18, 2021

BSI Life Science

2.0

Olaris, Inc.

Investment

Other long-term

assets

September 23, 2021

BSI Life Science

0.5

4.5

2022—Subsequent Event Acquisitions

On January 1

, 2022, the Company

completed

a share purchase agreement to acquire 100% of the outstanding stock of Prolab Instruments GmbH

(“Prolab”)

for a purchase price of CHF 5.0 million (approximately $5.5 million) with the potential for additional consideration of up to CHF 3.0 million (approximately $3.3 million). Prolab is located in Basel, Switzerland and will be integrated into the Bruker CALID Group.

On January 1

, 2022, the Company

completed

a share purchase agreement to acquire 74.15% of the outstanding stock of PreOmics GmbH

(“PreOmics”)

for EUR 44.7 million (approximately $50.6 million). PreOmics is located in Munich, Germany and will be integrated into the Bruker CALID Group.

February 1, 2022

, the Company

completed

a share purchase agreement to acquire 100% of the outstanding stock of PepSep Holding

ApS (“PepSep”)

for EUR 2.5M (approximately $2.8 million) with the potential for additional consideration of up to EUR $1.5 million (approximately $1.7 million). PepSep is located in Odense, Denmark and will be integrated into the Bruker CALID Group.

On February 15, 2022, the Company completed an additional $12.0 million minority interest investment in PrognomIQ, Inc. (“PrognomIQ”). PrognomIQ is located in Redwood City, California and is reported within the Bruker CALID Group.

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 was integrated into the BSI Nano Segment. The acquisition was 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 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 completed the fair value allocation during 2021. 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.

During the year ended December 31,

2021, the revenue targets were not achieved and the $0.5 million contingent consideration liability was reduced to zero resulting

a reduction to selling, general and administrative expenses.

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 various other acquisitions that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the respective reportable segment for these acquisitions

(in millions):


Name of Acquisition	Date Acquired		Segment		Total Consideration		Cash 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