0000899243-23-019704.txt : 20231003 0000899243-23-019704.hdr.sgml : 20231003 20231003083008 ACCESSION NUMBER: 0000899243-23-019704 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230929 FILED AS OF DATE: 20231003 DATE AS OF CHANGE: 20231003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRUKER CORP CENTRAL INDEX KEY: 0001109354 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39388 FILM NUMBER: 231301606 BUSINESS ADDRESS: STREET 1: 40 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 BUSINESS PHONE: 978663-3660 MAIL ADDRESS: STREET 1: 40 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 FORMER NAME: FORMER CONFORMED NAME: BRUKER BIOSCIENCES CORP DATE OF NAME CHANGE: 20030721 FORMER NAME: FORMER CONFORMED NAME: BRUKER DALTONICS INC DATE OF NAME CHANGE: 20000315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bird Mergersub Corp CENTRAL INDEX KEY: 0001994788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39388 FILM NUMBER: 231301605 BUSINESS ADDRESS: STREET 1: 40 MANNING ROAD CITY: BILLERICA STATE: MA ZIP: 01821 BUSINESS PHONE: (978) 313-5740 MAIL ADDRESS: STREET 1: 40 MANNING ROAD CITY: BILLERICA STATE: MA ZIP: 01821 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bruker Cellular Analysis, Inc. CENTRAL INDEX KEY: 0001689657 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 352415390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5858 HORTON STREET STREET 2: SUITE 320 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-858-2855 MAIL ADDRESS: STREET 1: 5858 HORTON STREET STREET 2: SUITE 320 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: PhenomeX Inc. DATE OF NAME CHANGE: 20230320 FORMER COMPANY: FORMER CONFORMED NAME: Berkeley Lights, Inc. DATE OF NAME CHANGE: 20161109 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-09-29 0 0001689657 Bruker Cellular Analysis, Inc. CELL 0001109354 BRUKER CORP 40 MANNING ROAD BILLERICA MA 01821 0 0 1 0 0001994788 Bird Mergersub Corp 40 MANNING ROAD BILLERICA MA 01821 0 0 1 0 Common Stock 81254441 I By subsidiary On August 17, 2023, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bruker Corporation ("Bruker") and Bird Mergersub Corporation, a wholly owned subsidiary of Bruker ("Purchaser"). The Merger Agreement provided that Bruker will acquire the Issuer through a cash tender offer (the "Offer") by Purchaser for all of the Issuer's outstanding shares of common stock, par value $0.00005 per share. As of one minute past 11:59 p.m., New York City time, on September 28, 2023, the Offer expired and Purchaser accepted for purchase a total of 81,254,441 shares validly tendered and not validly withdrawn, representing approximately 81.5% of the outstanding shares of the Issuer. Following the expiration of the Offer, Purchaser merged with and into the Issuer on October 2, 2023, pursuant to Section 251(h) of the Delaware General Corporation Law, and, among other things, each share of common stock of Purchaser issued and outstanding immediately before October 2, 2023 automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Issuer (representing 1,000 shares in the aggregate) (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Bruker. As a result of the Offer and the Merger, Bruker acquired a total of 1,000 shares of common stock in exchange for $99,711,327 in cash. Purchaser is a wholly owned subsidiary of Bruker. /s/ J. Brent Alldredge, Senior Vice President, General Counsel and Corporate Secretary, on behalf of Bruker Corporation 2023-10-03 /s/ J. Brent Alldredge, Secretary, on behalf of Bird Mergersub Corporation 2023-10-03