0000899243-23-019706.txt : 20231003
0000899243-23-019706.hdr.sgml : 20231003
20231003083558
ACCESSION NUMBER: 0000899243-23-019706
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231002
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39388
FILM NUMBER: 231301617
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
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-10-02
1
0001689657
Bruker Cellular Analysis, Inc.
CELL
0001109354
BRUKER CORP
40 MANNING ROAD
BILLERICA
MA
01821
0
0
1
0
0
Common Stock
2023-10-02
4
J
0
1000
99711.327
A
1000
D
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the Offer expired and Purchaser accepted for purchase a total of 81,254,441 shares validly tendered and not validly withdrawn, representing approximately 81.5% of the outstanding shares of the Issuer.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.
/s/ J. Brent Alldredge, Senior Vice President, General Counsel and Corporate Secretary, on behalf of Bruker Corporation
2023-10-03