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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Bruker Corporation | NASDAQ:BRKR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-1.10 | -1.68% | 64.20 | 63.77 | 64.74 | 65.29 | 63.79 | 65.05 | 921,808 | 00:08:51 |
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Delaware
|
| |
04-3110160
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Laurie A. Cerveny
Bryan S. Keighery Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110 (617) 341-7700 |
| |
Ilir Mujalovic
Harald Halbhuber Allen Overy Shearman Sterling US LLP 599 Lexington Avenue New York, NY 10022 (212) 848-4000 |
|
| Large accelerated filer | | | ☒ | | | | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☐ | | | | | | Smaller reporting company | | | ☐ | |
| | | | | | | | | | Emerging growth company | | | ☐ | |
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Page
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Underwriter
|
| |
Number
of Shares |
|
BofA Securities, Inc.
|
| |
|
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J.P. Morgan Securities LLC
|
| | | |
Total
|
| | | |
|
Securities and Exchange Commission registration fee
|
| | | $ | (1) | | |
|
Printing expenses
|
| | | $ | (2) | | |
|
Legal fees and expenses
|
| | | $ | (2) | | |
|
Accounting fees and expenses
|
| | | $ | (2) | | |
|
Transfer Agent and Registrar fees and expenses
|
| | | $ | (2) | | |
|
Miscellaneous
|
| | | $ | (2) | | |
|
Total
|
| | |
$
|
(2)(3)
|
| |
Exhibit
Number |
| |
Exhibit Title
|
|
1.1* | | | Form of Underwriting Agreement | |
3.1 | | | Restated Certificate of Incorporation of Bruker Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K, File No. 000-30833, filed March 27, 2020) | |
3.2 | | | | |
4.1 | | | Specimen Stock Certificate Representing Shares of Common Stock of Bruker Corporation (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, File No. 000-30833, filed March 1, 2017) | |
4.2 | | | Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K, File No. 000-30833, filed March 27, 2020) | |
5.1 | | | | |
23.1 | | | | |
23.2 | | | | |
24.1 | | | | |
107
|
| | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Frank H. Laukien, Ph.D.
Frank H. Laukien, Ph.D.
|
| |
President, Chief Executive Officer
and Chairman (Principal Executive Officer) |
| |
May 29, 2024
|
|
|
/s/ Gerald N. Herman
Gerald N. Herman
|
| |
Executive Vice President and
Chief Financial Officer (Principal Financial and Accounting Officer) |
| |
May 29, 2024
|
|
|
/s/ Bonnie H. Anderson
Bonnie H. Anderson
|
| |
Director
|
| |
May 29, 2024
|
|
|
/s/ Cynthia Friend, Ph.D.
Cynthia Friend, Ph.D.
|
| |
Director
|
| |
May 29, 2024
|
|
|
/s/ William A. Linton
William A. Linton
|
| |
Director
|
| |
May 29, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Philip Ma
Philip Ma
|
| |
Director
|
| |
May 29, 2024
|
|
|
/s/ John Ornell
John Ornell
|
| |
Director
|
| |
May 29, 2024
|
|
|
/s/ Richard A. Packer
Richard A. Packer
|
| |
Director
|
| |
May 29, 2024
|
|
|
/s/ Adelene Q. Perkins
Adelene Q. Perkins
|
| |
Director
|
| |
May 29, 2024
|
|
|
/s/ Hermann Requardt, Ph.D.
Hermann Requardt, Ph.D.
|
| |
Director
|
| |
May 29, 2024
|
|
|
/s/ Robert Rosenthal, Ph.D.
Robert Rosenthal, Ph.D.
|
| |
Director
|
| |
May 29, 2024
|
|
Exhibit 5.1
May 29, 2024
Bruker Corporation
40 Manning Road
Billerica, Massachusetts 01821
Ladies and Gentlemen:
We have acted as counsel to Bruker Corporation, a Delaware corporation (the “Company”), in connection with the filing of the referenced Registration Statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”). The Registration Statement relates to the proposed offering and sale of up to 6,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 900,000 additional shares of common stock (the “Optional Shares” and together with the Firm Shares, the “Shares”).
In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the Delaware General Corporation Law.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
Morgan, Lewis & Bockius llp | ||
One Federal Street | ||
Boston, MA 02110-1726 | ![]() | |
United States | ![]() |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Bruker Corporation of our report dated February 29, 2024, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Bruker Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP |
Boston, Massachusetts |
May 29, 2024 |
Exhibit 107
Calculation of Filing Fee Tables
Form S-3ASR
(Form Type)
Bruker Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||||
Fees to Be Paid | Equity | Common Stock, $0.001 par value per share |
Rule 456(b) and Rule 457(r) |
(1) | (1) | (1) | (2) | (2) | ||||||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||
Total Offering Amounts | N/A | N/A | ||||||||||||||
Total Fees Previously Paid | N/A | |||||||||||||||
Total Fee Offsets | N/A | |||||||||||||||
Net Fee Due | N/A |
(1) | An indeterminate aggregate initial offering price or number of shares of the registrant’s common stock is being registered as may from time to time be issued at indeterminate prices. |
(2) | In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the entire registration fee. Any registration fees will be paid subsequently on a “pay-as-you-go” basis in accordance with Rule 457(r). |
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