PhenomeX Inc. Announces Commencement of Cash Tender Offer by Bruker
EMERYVILLE, Calif., Sept. 5, 2023 /PRNewswire/ -- PhenomeX Inc. (Nasdaq: CELL) today announced that Bruker Corporation (Nasdaq: BRKR) has commenced, through its wholly owned subsidiary, Bird Mergersub Corporation, a cash tender offer to purchase all outstanding shares of common stock of PhenomeX for $1.00 per share. The tender offer is being made pursuant to the previously announced merger agreement between PhenomeX and Bruker entered into on August 17, 2023. Following the successful closing of the tender offer, Bird Mergersub Corporation will be merged into PhenomeX with PhenomeX becoming a wholly owned subsidiary of Bruker.
On August 31, 2023, Bruker filed with the U.S. Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO that provides the terms of the tender offer. Additionally, PhenomeX has filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the PhenomeX board of directors that PhenomeX stockholders accept the tender offer and tender their shares.
The tender offer will expire one minute after 11:59 p.m., Eastern Time, on September 28, 2023, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is subject to certain conditions, including the tender of shares representing at least a majority of the total number of PhenomeX's outstanding shares.
PhenomeX has no affiliation with Phenomenex, Inc., and Phenomenex, Inc. has no involvement in the transaction with Bruker. PhenomeX will be changing its name. All inquiries regarding Phenomenex, Inc. and/or its products should be directed to info@phenomenex.com.
About PhenomeX
PhenomeX is empowering scientists to leverage the full potential of each cell and drive the next era of functional cell biology that will advance human health. We enable scientists to reveal the most complete insights on cell function and obtain a full view of the behavior of each cell. Our unique suite of proven high-throughput tools and services offer unparalleled resolution and speed, accelerating the insights that are key to advancing discoveries that can profoundly improve the prevention and treatment of disease. Our award-winning platforms are used by researchers across the globe, including those at the top 15 global pharmaceutical companies and approximately 85% of leading U.S. comprehensive cancer centers.
About Bruker
Bruker is enabling scientists to make breakthrough discoveries and develop new applications that improve the quality of human life. Bruker's high performance scientific instruments and high value analytical and diagnostic solutions enable scientists to explore life and materials at molecular, cellular, and microscopic levels. In close cooperation with our customers, Bruker is enabling innovation, improved productivity, and customer success in life-science molecular and cell biology research, in applied and pharma applications, in microscopy and nanoanalysis, as well as in industrial research, semiconductor metrology and cleantech applications. Bruker offers differentiated, high-value life science and diagnostics systems and solutions in preclinical imaging, clinical phenomics research, proteomics and multiomics, spatial and single-cell biology, functional structural and condensate biology, as well as in clinical microbiology and molecular diagnostics. For more information, please visit: www.bruker.com.
Additional Information about the Tender Offer and Where to Find It
This communication is neither an offer to purchase nor a solicitation of an offer to sell securities. Bruker and its acquisition subsidiary have filed a tender offer statement on Schedule TO with the SEC, and PhenomeX has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC.
Investors and PhenomeX security holders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and related tender offer documents) that have been filed by Bruker and its acquisition subsidiary with the SEC and the related solicitation/recommendation statement on Schedule 14D-9 that has been filed by PhenomeX with the SEC, in their entirety, because they contain important information, including the terms and conditions of the offer.
These documents are available at no charge on the SEC's website at www.sec.gov or from the information agent that will be named in the tender offer materials. In addition, a copy of the tender offer statement and other related documents filed with or furnished to the SEC by Bruker or its acquisition subsidiary may be obtained free of charge on Bruker's website at ir.bruker.com, and a copy of the solicitation/recommendation statement and other related documents filed with or furnished to the SEC may be obtained free of charge on PhenomeX's website at investors.phenomex.com.
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