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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SOURCE PhenomeX