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Share Name | Share Symbol | Market | Type |
---|---|---|---|
PhenomeX Inc | NASDAQ:CELL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.9981 | 1.10 | 0.9481 | 0 | 01:00:00 |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Exhibit 99.1: Employee FAQ distributed on August 18, 2023
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Exhibit 99.2: Town Hall Meeting materials, dated August 18, 2023
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Bruker is acquiring PhenomeX’s due to the complementary offerings of both organizations and its belief that the combination will expand its customer base, increase value for shareholders,
and provide additional opportunities for employees. Bruker considers PhenomeX as a pivotal investment in its strategy, Project Accelerate 2.0, which is focused on their Spatial
Biology and Cellular Analysis segment.
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Bruker considers the PhenomeX optofluidics and proteomics technologies a key addition to their technology to build out their offerings in single cell biology, proteomics cellular analysis, multi-omics, and
clinical phenomics research.
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Together, we expect that we will be well positioned to bring new, innovative products to market faster than we could achieve on a standalone basis.
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Bruker is a pioneer in high-value life science research and diagnostics instruments.
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Their team has extensive experience in enabling innovation and exploring life and materials at molecular, cellular, and microscopic levels, as well as a strong financial foundation to commercialize pioneering
technologies.
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With Bruker’s capabilities and resources, we will be able to accelerate the rapid development and commercialization of biotherapeutics and other cell-based products.
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All of PhenomeX will be acquired by Bruker and fully integrated into the Bruker NANO Group.
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By combining with Bruker, we will be better positioned to bring new, innovative and life-changing products to market faster than we could achieve on a standalone basis.
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As noted in the joint press release issued on August 17, 2023, Bruker will acquire PhenomeX for $1.00 in cash per fully diluted common share, or at an equity value of approximately $108 million.
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The transaction, which is expected to close early in the fourth quarter of 2023, is subject to approval by our stockholders and satisfaction of customary closing conditions.
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The PhenomeX Board of Directors, with the support of management and legal advisors, announced and executed a robust strategic alternatives process and determined that the transaction with
Bruker is the best path forward for the Company in order to maximizing stockholder value.
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The Board and management team is confident in the strategic fit of the combination and believes Bruker’s greater capabilities and resources will help accelerate the rapid development and
commercialization of biotherapeutics and other cell-based products.
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The transaction will be implemented through a tender offer in which Bruker will make an offer directly to our stockholders to buy all of the Company’s shares for $1.00 per share.
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As long as a majority of the Company’s shares are tendered, Bruker will be able to acquire the remaining shares by means of a merger.
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We anticipate completion of the acquisition early in the fourth quarter of 2023.
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We will communicate any changes to the timeline should that become necessary.
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The members of the PhenomeX and Bruker integration planning teams will be identified in the coming weeks and will share that information with employees.
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The integration planning team will work hand-in-hand to ensure a smooth transition.
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Importantly, prior to closing, PhenomeX and Bruker remain separate, independent companies, and it remains business as usual.
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Bruker (Nasdaq: BRKR), a pioneer in high-value life science research and diagnostics instruments.
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With annual revenue in excess of $2.8B, Bruker Corporation employs more than 8,500 employees across 90 locations throughout the world to support their globally dispersed customer base.
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Corporate headquarters are located in Billerica, Massachusetts.
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BNANO Group, one of Bruker Scientific Instruments’ three operating segments, generates revenue of over $0.8B annually.
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BNANO Group headquarters is based in San Jose, California.
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Bruker has a well-defined culture communicated as: Innovation with Integrity combined with Disciplined Entrepreneurialism.
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The four pillars of their culture are below.
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It is imperative that our teams stay focused on delivering on our 2023 business priorities.
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We have several innovative products underway, and it is important to remain focused on providing the service and commitment that our customers and stakeholders have come to expect.
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We also have great momentum in the market globally with Beacon Quest. We all need to support the commercial team with what they need to execute on this key product launch.
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There is no planned reduction in force/layoffs between now and close of the acquisition.
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The integration planning team, including members from both PhenomeX and Bruker, will work together to define the post-close organizational structure.
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PhenomeX will be integrated into the BNANO Group.
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During the integration planning process, Bruker will determine if there will be a change to the company name.
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Prior to closing, PhenomeX and Bruker remain separate, independent companies and it remains business as usual.
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There are a number of details that will be worked out during the integration planning process, and we will keep you updated as there are key developments.
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We will identify the members of the PhenomeX and Bruker integration planning teams in the coming weeks and will share that information with employees once available.
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The integration planning team will work hand-in-hand to define the post-close organizational structure and ensure a smooth transition.
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There are a number of details that will be worked out during the integration planning process, and we will keep you updated as there are key developments.
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If you hold PhenomeX RSUs, at the closing, each of your outstanding RSUs (including unvested RSUs) will be cancelled in exchange for a cash payment equal to $1.00.
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If you hold PhenomeX options, at the closing, each of your outstanding options (including unvested options) will be cancelled in exchange for a cash payment equal to $1.00 less the per
share exercise price. Any outstanding options with a per share exercise price of $1.00 per share or more will be cancelled for no consideration.
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If you hold PhenomeX restricted shares, at the closing, each of your outstanding restricted shares will be cancelled in exchange for a cash payment equal to $1.00.
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The payments for your equity award(s) will be paid to you through payroll (less any applicable tax withholdings) shortly following the closing.
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On September 6, 2023 (the regularly scheduled ESPP purchase date), all outstanding purchase rights under the PhenomeX ESPP will automatically be exercised, in accordance with the terms of
the ESPP, and then the ESPP shall terminate.
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All shares you have acquired under the ESPP prior to the closing will be treated as all other shares in connection with the transaction.
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No new ESPP offering or purchase periods will commence.
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Between now and the closing, your PhenomeX benefits will continue uninterrupted.
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Bruker has committed to continue some employee benefits, that are comparable in the aggregate, for a one-year period following the closing of the transaction to either your PhenomeX
employee benefits at the closing or the employee benefits provided to similar situated employees at Bruker.
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Until the transaction closes, we will continue to operate as usual, and we will continue to manage time off in accordance with our existing policies.
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Approval for any vacation requests should be done in coordination with your manager.
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Yes, as we will continue to drive towards our 2023 corporate business priorities, and it is important that the broader organization continue to stay focused on the deliverables that will help PhenomeX achieve
the targets we committed to.
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There should not be any impact to any of our customer, partnerships, or services at this time.
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We will operate as usual between now and closing. It is imperative that we remain focused on execution.
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We have a communication plan to reach out to each of our partners and vendors.
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Existing contracts remain unchanged, and we foresee no changes to any of our existing external relationship through the close of this transaction.
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Until the transaction closes, we continue to operate as usual and that should translate to our stakeholders and relationships.
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We have a communication plan to reach out to our customers regarding today’s announcement.
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It is imperative that we remain focused on execution and delivering for our customers.
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If you receive questions, please refer to the press release announcing the transaction, and if they have questions beyond what has been provided in the release, please direct them to your functional leader.
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We plan to onboard all individuals to whom we have already made offers of employment.
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Employees may trade in PhenomeX stock, subject to applicable insider trading rules and policies, and any blackout periods.
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No. Until the transaction closes, there are very clear restrictions about information that can be shared between Bruker employees and PhenomeX employees.
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Please remember that until the transaction closes, Bruker and PhenomeX remain separate, independent companies and we continue to operate as usual.
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You should not have discussions with Bruker employees outside of the formal integration planning process that the integration planning team has approved.
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Once the transaction closes, we will provide additional guidance about what types of information can be shared.
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If you have additional questions, please reach out to your manager or HR business partner. You can also send questions to PhenomeXCommunications@phenomex.com, and we will route them to the appropriate person for a response.
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