8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2018

BROOKS AUTOMATION, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-25434	04-3040660
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15 Elizabeth Drive, Chelmsford, MA	01824
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (978) 262-2400

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions :

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01.  Entry into a Material Definitive Agreement

On August 27, 2018, Brooks Automation, Inc. (“Brooks”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Edwards Vacuum LLC, a Delaware limited liability company (“Purchaser”), and solely for certain sections thereof, Atlas Copco AB, a Swedish company and ultimate parent entity of the Purchaser, pursuant to which, among other matters, Brooks has agreed to sell its semiconductor cryogenics business that manufactures, markets, sells, distributes, services and refurbishes cryogenic vacuum pumps (including water pumps), chillers, coolers, compressors, refrigeration systems and spare parts relating to each of the foregoing, known as the “CTI Cryogenics” and the “Polycold” product lines (referred to herein as the “Cryogenics Business”).  The Cryogenics Business also includes Brooks’ 50% equity interest in Ulvac Cryogenics, Inc., its joint venture in Japan with Ulvac Inc.

The Purchaser will pay a cash purchase price of $675,000,000 for the Cryogenics Business at Closing, which amount is subject to customary adjustments as set forth in the Purchase Agreement, including an adjustment based on the working capital of the Cryogenics Business as of the closing date.

The consummation of the transactions contemplated by the Purchase Agreement are subject to various closing conditions, including approval under antitrust laws and receipt of certain other governmental (including from the Committee on Foreign Investment in the United States (CFIUS)) and third party consents. The closing of the transactions contemplated by the Purchase Agreement is expected to occur in Brooks’ second fiscal quarter ending March 31, 2019.

The Purchase Agreement contains customary termination provisions for each of Brooks and the Purchaser under certain circumstances, including the right to terminate the Purchase Agreement if the closing has not occurred prior to April 15, 2019.

The Purchase Agreement also includes customary representations, warranties and covenants of Brooks and the Purchaser. The representations and warranties made by each party were made solely for the benefit of the other party and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk between the parties to the Purchase Agreement if those statements prove to be inaccurate; (ii) may have been qualified in the Purchase Agreement by disclosures that were made to the other party in disclosure schedules to the Purchase Agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the Purchase Agreement or such other date or dates as may be specified in the Purchase Agreement.  The Purchase Agreement also contains post-closing indemnification provisions pursuant to which Brooks has agreed to indemnify the Purchaser against losses resulting from certain events, including breaches of representations and warranties, covenants and certain other matters.

In connection with the closing of the transactions contemplated by the Purchase Agreement, Brooks and the Purchaser will enter into certain other agreements, including a transition services agreement pursuant to which each party will provide the other party with certain transition services for a limited time period following the closing, leases to the Purchaser for certain of Brooks’ facilities in Chelmsford, Massachusetts, and a supply agreement pursuant to which the Purchaser will supply Brooks with certain products after the closing.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Purchase Agreement, which the Company plans to file with its Annual Report on Form 10-K for the fiscal year ending September 30, 2018.

Item 8.01.  Other Events.

On August 27, 2018, Brooks issued a press release announcing entry into the Purchase Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

2

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated August 27, 2018, issued by Brooks Automation, Inc. 

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/
	BROOKS AUTOMATION, INC.
Date:  August 27, 2018	/s/ Jason W. Joseph Jason W. Joseph Senior Vice President, General Counsel and Secretary

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 27, 2018, issued by Brooks Automation, Inc.

5

EX-99.1

Exhibit 99.1

Brooks Automation Announces Agreement to
Sell Its Semiconductor Cryogenics Business to Atlas Copco

CHELMSFORD, Mass., August 27, 2018 (PRNEWSWIRE) -- Brooks Automation, Inc. (Nasdaq: BRKS) today announced that it has entered into a definitive agreement to sell its semiconductor cryogenicsbusiness to Edwards Vacuum LLC (a member of the Atlas Copco Group) for $675 million in cash.  The semiconductor cryogenics business, consisting of the CTI and Polycold product lines and related services, provides a wide range of high performance cryogenic products for the semiconductor, display, and general vacuum industries.  The semiconductor cryogenics business generated approximately $195 million in revenue in the last twelve months.  The purchase price is subject to adjustments for working capital and other items and Brooks anticipates closing of the transaction in the first quarter of calendar year 2019 upon satisfaction of customary closing conditions and regulatory approvals.

Brooks originally acquired the business in its 2005 merger with Helix Technology and integrated the business into Brooks’ Chelmsford, Massachussets headquarters operations.  The sale agreement provides for the transfer of the CTI pump business, the Polycold chiller business, the related services business and the company’s 50% share in Ulvac Cryogenics, Inc., a joint venture based in Japan.  Brooks is not transferring products or IP developed as part of its Life Sciences segment or vacuum automation portfolio in its Semiconductor Solutions segment.   

Steve Schwartz, President and CEO of Brooks, stated, "The CTI cryogenic vacuum and Polycold product lines and technology have provided technology solutions to the semiconductor industry and have been stable and profitable elements of Brooks’ portfolio for the past 13 years.  We are confident it will be a valuable addition to the Edwards product portfolio, part of Atlas Copco’s Vacuum Technique business area, and that Edwards will provide an engaging work environment to our employees and seamless continued delivery of excellent products and service to our customers.  We plan to use the proceeds of this transaction to further the transformation of our Brooks portfolio as we remain focused on our long-standing strategy to increase shareholder value by accelerating the growth of our Life Sciences business with further acquisitions, and strengthening our Semiconductor Automation business with opportunistic acquisitions."

In connection with the transaction, Evercore acted as the exclusive financial advisor and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo acted as legal counsel to Brooks Automation.  Greenberg Traurig acted as legal advisor to Atlas Copco.

Management will host a conference call at 8:00 a.m. Eastern Time, Tuesday, August 28, 2018 to discuss the transaction and to host a question and answer session.  To participate in the conference call, please dial 800-699-1085 for domestic callers and +1-303-223-2680 for international callers.

Analysts, investors and members of the media can access the live webcast via the Brooks website at http://www.brooks.com/company/investors/events-and-webcasts.  A replay will be available beginning approximately two hours following closing of the call. 

About Brooks Automation, Inc.

Brooks is a leading worldwide provider of automation and cryogenic solutions for multiple markets including semiconductor manufacturing and life sciences.  Brooks' technologies, engineering competencies and global service capabilities provide customers speed to market and ensure high uptime and rapid response, which equate to superior value in their mission-critical controlled environments.  Since 1978, Brooks has been a leading partner to the global semiconductor manufacturing market and since 2011 Brooks has applied its automation and cryogenics expertise to meet the sample storage needs of customers in the life sciences industry.  Brooks' life sciences offerings include a broad range of products and services for on-site infrastructure for sample management in ‑20°C to -190°C temperatures, as well as comprehensive outsource service solutions across the complete life cycle of biological samples including collection, transportation, processing, storage, protection, retrieval and disposal.  Brooks is headquartered in Chelmsford, MA, with operations in North America, Europe and Asia. For more information, visit www.brooks.com.

“Safe Harbor Statement” under Section 21E of the Securities Exchange Act of 1934

Some statements in this release are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Brooks' financial and business results to differ materially from our expectations. They are based on the facts known to management at the time they are made. These forward-looking statements include, but are not limited to statements about expected timing of completion of the sale of the Company’s cryogenics business or the benefits to the Company of such transaction Factors that could cause results to differ from our expectations include the following:  the volatility of the industries the Company serves, particularly the semiconductor industry; our possible inability to meet demand for our products due to difficulties in obtaining components and materials from our suppliers in required quantities and of required quality; the inability of customers to make payments to us when due; the timing and effectiveness of cost reduction and cost control measures; price competition; disputes concerning intellectual property; uncertainties in global political and economic conditions, and other factors and other risks, including those that we have described in our filings with the Securities and Exchange Commission, including but not limited to our Annual Report on Form 10-K, current reports on Form 8-K and our quarterly reports on Form 10-Q. As a result we can provide no assurance that our future results will not be materially different from those projected. Brooks expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based. Brooks undertakes no obligation to update the information contained in this press release.

CONTACTS:
Sherry Dinsmore
Brooks Automation
978.262.2400
sherry.dinsmore@brooks.com

John Mills
Partner
ICR, LLC
646.277.1254
john.mills@icrinc.com

2