Bruker Corporation (NasdaqGS:BRKR) signed a definitive agreement to acquire all of the outstanding shares of 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.

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 and Kristen V. Campana of Morgan, Lewis & Bockius LLP acted as legal advisor to Bruker Corporation. Morgan Stanley & Co. LLC acted as financial advisor to the Special Committee.