- Current report filing (8-K)
August 16 2010 - 7:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 15, 2010
BRUKER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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000-30833
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04-3110160
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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40 Manning Road
Billerica, MA 01821
(Address of principal executive offices)(Zip Code)
Registrants
telephone number, including area code:
(978) 663-3660
Check
the appropriate box if the Form 8-K filing is intended to simultaneously
satisfy the reporting obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act
o
Soliciting
material pursuant to Rule 14a-12 of the Exchange Act
o
Pre-commencement
communications pursuant to Rule 14d-2(b) Exchange Act
o
Pre-commencement
communications pursuant to Rule 13e-4(c) Exchange Act
Section 1 Registrants Business and Operations
Item 1.01
Entry into a Material Definitive Agreement.
On
August 15, 2010, Bruker Corporation, a Delaware corporation (Bruker),
entered into a Stock Purchase Agreement (the Stock Purchase Agreement) with
Veeco Instruments Inc., a Delaware corporation (Veeco), and Veeco
Metrology Inc., an Arizona corporation (Metrology), whereby Bruker will
acquire from Veeco its
Scanning Probe Microscopy and Optical Industrial Metrology instruments business
(the Business)
. Under the
terms of the Stock Purchase Agreement, Bruker will acquire all of the
outstanding stock of Metrology and certain other assets related to the
Business, and assume certain liabilities relating to the Business, for an
aggregate cash purchase price of $229 million.
The
acquisition is scheduled to close, subject to certain customary closing
conditions, upon the receipt of government approvals related to antitrust and
competition laws. If the closing has not
occurred by November 13, 2010, which may be extended for an additional six
(6) months under certain circumstances, either party may terminate the
Stock Purchase Agreement without penalty.
Upon
closing of the acquisition, Metrology and Veeco will enter into a Transition
Services Agreement under which Veeco will provide to Metrology, for agreed upon
fees and beginning on the date of the closing, certain services related to the
Business for various periods (subject to earlier termination or extension by
Bruker under certain circumstances).
Metrology and Veeco will also enter into an Intellectual Property
License Agreement pursuant to which (i) Metrology will license certain
patents to Veeco and (ii) Metrology will receive a right of first offer to
perform services to integrate licensed technology into Veecos equipment.
The
Stock Purchase Agreement contains customary representations, warranties and
covenants. Each party has agreed to
indemnify the other, subject to certain limitations, for losses arising out of
breaches of representations, warranties and covenants in the Stock Purchase
Agreement and in certain related documents.
Bruker
expects to file a copy of the Stock Purchase Agreement as an exhibit to its
Form 10-Q for the quarter ending September 30, 2010. We encourage you to read the Stock Purchase
Agreement for a more complete understanding of the transaction. The foregoing description of the Stock
Purchase Agreement is qualified in its entirety by reference to the full text
of the Stock Purchase Agreement.
On
August 16, 2010, Bruker and Veeco issued a press release announcing the
entry into the Stock Purchase Agreement, a copy of which is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
Section 9 Financial Statements and Exhibits
Item 9.01.
Financial Statements and Exhibits.
(d)
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Exhibits
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Number
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99.1
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Press
release dated August 16, 2010.
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2
SIGNATURES
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.
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BRUKER
CORPORATION
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(Registrant)
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Date:
August 16, 2010
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By:
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/s/ Frank H. Laukien
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Frank H. Laukien, Ph.D.
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President and
Chief
Executive Officer
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3
Exhibit Index
Exhibit
Number
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Exhibit Name
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Location
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99.1
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Press
release dated August 16 , 2010.
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Furnished
herewith*
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*
Exhibit 99.1 attached hereto is being
furnished and shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such filing.
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