Bruker Corporation (NasdaqGS:BRKR) signed a definitive agreement to acquire PhenomeX Inc. (NasdaqGS:CELL) for approximately $110 million on August 17, 2023. Pursuant to the Merger Agreement, Bruker Corporation will acquire all of the outstanding shares of common stock at a purchase price of $1.00 per Share in cash (the ? Offer Price ?), net to the seller in cash, without interest for a total equity value of approximately $108 million. In connection with this agreement, Bird Mergersub Corporation, a wholly owned subsidiary of Bruker and PhenomeX, entered into a tender and support agreement with Dr. Igor Khandros and Susan Bloch (stockholders) pursuant to which stockholders have agreed to tender approximately 9% percent of the Shares held by them. Bruker Corporation is lending $14 million as promissory note to PhenomeX and it's subsidiary IsoPlexis Corporation. The Note matures on October 16, 2023 and is secured by a lien on substantially all assets of PhenomeX and IsoPlexis. PhenomeX is required to pay Bruker Corporation a termination fee of approximately $3.8 million in cash on termination of the Merger Agreement under specified circumstances. 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. As of Sept. 5, 2023, PhenomeX Inc. announced that Bruker Corporation has commenced, through its wholly owned subsidiary, Bird Mergersub Corporation, a cash tender offer. 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.

The transaction is subject to minimum tender offer of more than 50% of the then outstanding shares of PhenomeX Common Stock to be tendered. No retrains prohibiting the consummation of the Offer. The Board of Directors of PhenomeX has unanimously approved the Merger Agreement and the transactions contemplated thereby and resolved to recommend that PhenomeX 's stockholders accept the Offer and tender their Shares in the Offer. The Stockholders have agreed to tender 9% shares held pursuant to Support Agreement. The transaction is expected to close in early fourth quarter of 2023.

William Blair & Company, L.L.C. acted as financial advisor and Damien Zoubek, Oliver Board, Brandon Gantus, Joe Soltis, Vinita Kailasanath, Allison Liff and Meghan Rissmiller of Freshfields Bruckhaus Deringer LLP as legal advisor to PhenomeX. Perella Weinberg Partners acted as financial advisor and Robert W. Dickey, Laurie A. Cerveny, Bryan S. Keighery and Kristen V. Campana of Morgan, Lewis & Bockius LLP acted as legal advisors to Bruker Corporation. Georgeson LLC is proxy solicitor and Depositary Trust Company as transfer agent for PhenomeX.

Bruker Corporation (NasdaqGS:BRKR) completed the acquisition of PhenomeX Inc. (NasdaqGS:CELL) on September 29, 2023. At 12:00 midnight, New York City time, on September 29, 2023 (one minute after 11:59 p.m., New York City time, on September 28, 2023), the Offer expired as scheduled and was not extended, as of the expiration time of the Offer, a total of 81,254,441 Shares were validly tendered into and not withdrawn pursuant to the Offer, representing approximately 81.5% of the currently outstanding Shares. The number of Shares tendered into the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied, Bird has accepted for payment, and expects to promptly pay for, all Shares validly tendered into and not withdrawn from the Offer prior to the expiration time of the Offer. As a result of the transaction closing, PhenomeX common stock will no longer be listed for trading on the Nasdaq Global Market. Also, PhenomeX will soon be changing its name.