v3.25.2
Acquisitions
 6 Months Ended
Jun. 30, 2025
Business Combination [Abstract]  
Acquisitions
3.
Acquisitions

During the three months ended June 30, 2025, and during the year ended December 31, 2024, the Company completed various acquisitions that collectively complement the product offerings of the Company’s existing businesses.

The valuation methodology used to determine the fair value of the identifiable assets acquired and liabilities assumed, unless otherwise noted, is consistent with that described in Note 2, Summary of Significant Accounting Policies of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

2025 Acquisitions

The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2025 acquisitions (in millions):

 

Acquisition (Segment)

 

Recipe (CALID)

 

Other (Various)

 

Total

 

Consideration Transferred:

 

 

 

 

 

 

 

Cash paid

 

$

58.8

 

$

16.1

 

$

74.9

 

Cash acquired

 

 

(5.2

)

 

(1.3

)

 

(6.5

)

Fair value of redeemable noncontrolling interest

 

 

27.2

 

 

1.1

 

 

28.3

 

Working capital and other closing adjustments

 

 

6.5

 

 

1.8

 

 

8.3

 

Total consideration transferred, net of cash acquired

 

$

87.3

 

$

17.7

 

$

105.0

 

Allocation of Consideration Transferred:

 

 

 

 

 

 

 

Accounts receivable

 

$

2.3

 

$

0.5

 

$

2.8

 

Inventories

 

 

7.7

 

 

0.5

 

 

8.2

 

Other current assets

 

 

0.1

 

 

0.4

 

 

0.5

 

Property, plant and equipment

 

 

21.2

 

 

0.7

 

 

21.9

 

Other assets

 

 

4.9

 

 

0.8

 

 

5.7

 

Intangible assets:

 

 

 

 

 

 

 

Technology

 

 

14.0

 

 

6.7

 

 

20.7

 

Customer relationships

 

 

29.2

 

 

0.9

 

 

30.1

 

Trade name

 

 

1.6

 

 

0.9

 

 

2.5

 

Goodwill

 

 

35.0

 

 

14.0

 

 

49.0

 

Deferred taxes (net)

 

 

(16.6

)

 

(2.3

)

 

(18.9

)

Liabilities assumed

 

 

(12.1

)

 

(5.4

)

 

(17.5

)

Total consideration allocated

 

$

87.3

 

$

17.7

 

$

105.0

 

 

The table below summarizes information on the Recipe Chemicals + Instruments GmbH (“Recipe”) acquisition:

 

 

Recipe

Activity of acquired business

Provider of vendor-agnostic therapeutic drug monitoring (TDM) and other clinical in vitro diagnostic kits for Liquid chromatography-mass spectrometry systems utilizing triple-quadrupole time-of flight mass spectrometry (LC-MS/MS), High Performance Liquid Chromatography (HPLC), and Inductively coupled plasma mass spectrometry (ICP-MS) assays.

Location

Munich, Germany

Acquired interest

69.64%

Business acquired

Outstanding share capital of Recipe and Recipe’s interest in their majority owned subsidiary, WoBau GmbH (“WoBau”).

Redeemable noncontrolling interest – other shareholders

The Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 30.36% for cash at a contractually defined redemption value exercisable beginning in 2029. The rights associated with the noncontrolling interests are contingently redeemable at the option of the Company or the noncontrolling interest holder. As redemption of the rights is contingently redeemable at the option of the noncontrolling interest holder, the Company classifies the carrying amount of these rights in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interest is initially measured at fair value and subsequently at the greater of the amount that would be paid if the settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings. At the closing date the fair value of the redeemable noncontrolling interest was $27.2 million.

Additionally, the Company entered into an agreement with the noncontrolling interest holder of WoBau which provides the Company with the right to purchase the remaining 10.1% ownership interest of WoBau for cash at a price to be determined in the future, exercisable in 2029 or later. The rights associated with the noncontrolling interests are contingently redeemable at the option of the Company. At the closing date the fair value was determined to be de minimis.

 

 

Customer relationships and technology were the most significant identifiable intangible assets acquired. The fair value of the assets is estimated using a multi-period excess earnings method for customer relationships and a relief from royalty method for technology. The following table presents estimated useful life for the acquired intangible assets for the Recipe acquisition:

 

 

 

Recipe

Intangible Asset — Technology

 

10 years

Intangible Asset — Customer relationships

 

15 years

Intangible Asset — Trade name

 

1 year

 

The amortization period for the intangible assets acquired for the Company’s other acquisitions is five to twelve years for the technology.

The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services. The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.

The Company is in the process of finalizing the valuation of the assets acquired, inclusive of intangible assets, and liabilities assumed related to Recipe and certain other acquisitions which may result in adjustments to these assets and liabilities, including goodwill.

 

Results of operations for 2025 acquired businesses

 

Results from the acquisitions included in the consolidated financial statements of the Company from the acquisition dates through June 30, 2025 include revenues of $3.8 million and pre-tax losses totaling $0.8 million. The tax effect of pre-tax losses incurred will be included in the related jurisdictional tax returns of its subsidiaries.

Supplemental Pro Forma Information for 2025 acquired businesses

 

The consolidated results for the three and six months ended June 30, 2025 would not be materially different had the 2025 acquisitions been completed on January 1, 2025. As such, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included in these consolidated financial statements.

 

2024 Acquisitions

The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2024 acquisitions (in millions):

 

 

 

NanoString Technologies

 

ELITechGroup

 

Chemspeed Technologies

 

Other

 

Total

 

Consideration Transferred:

 

 

 

 

 

 

 

 

 

 

 

Cash paid

 

$

392.6

 

$

951.9

 

$

175.4

 

$

128.9

 

$

1,648.8

 

Cash acquired

 

 

(0.5

)

 

(43.4

)

 

(0.6

)

 

(8.1

)

 

(52.6

)

Fair value of contingent consideration

 

 

—

 

 

—

 

 

—

 

 

13.4

 

 

13.4

 

Working capital and other closing adjustments

 

 

—

 

 

22.7

 

 

—

 

 

3.5

 

 

26.2

 

Total consideration transferred, net of cash acquired

 

$

392.1

 

$

931.2

 

$

174.8

 

$

137.7

 

$

1,635.8

 

Allocation of Consideration Transferred:

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

16.8

 

$

30.6

 

$

7.0

 

$

3.9

 

$

58.3

 

Inventories

 

 

38.8

 

 

31.6

 

 

46.6

 

 

31.2

 

 

148.2

 

Other current assets

 

 

8.9

 

 

15.7

 

 

1.4

 

 

3.1

 

 

29.1

 

Property, plant and equipment

 

 

31.0

 

 

36.2

 

 

1.8

 

 

1.4

 

 

70.4

 

Other assets

 

 

23.1

 

 

41.3

 

 

17.3

 

 

9.7

 

 

91.4

 

Intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Technology

 

 

54.0

 

 

193.3

 

 

27.9

 

 

42.6

 

 

317.8

 

Customer relationships

 

 

38.0

 

 

236.3

 

 

51.5

 

 

8.5

 

 

334.3

 

Backlog

 

 

—

 

 

0.5

 

 

9.4

 

 

4.9

 

 

14.8

 

Trade name

 

 

14.0

 

 

12.3

 

 

4.8

 

 

3.1

 

 

34.2

 

Goodwill

 

 

253.5

 

 

501.1

 

 

127.8

 

 

75.6

 

 

958.0

 

Deferred taxes (net)

 

 

4.8

 

 

(100.8

)

 

(14.0

)

 

(3.2

)

 

(113.2

)

Liabilities assumed

 

 

(90.8

)

 

(66.9

)

 

(106.7

)

 

(43.1

)

 

(307.5

)

Total consideration allocated

 

$

392.1

 

$

931.2

 

$

174.8

 

$

137.7

 

$

1,635.8

 

 

Acquisitions material to the Company’s financial statements

 

The table below summarizes information on acquisitions material to the Company’s financial statements in 2024:

 

 

NanoString Technologies

ELITechGroup

Chemspeed Technologies

Acquisition date

May 6, 2024

April 30, 2024

March 6, 2024

Bruker segment

BSI NANO

BSI CALID

BSI BBIO

Activity of acquired business

End-to-end research solutions in the spatial biology field and provides life-science research solutions for spatial transcriptomics and gene expression analysis which have been critical in enabling scientists and medical researchers to advance vital discovery, translational, and pre-clinical disease research. The acquisition complements the Company's spatial proteomics platform and contributes to further its leadership in the post-genomic era.

Molecular diagnostics, microbiology and biomedical testing equipment. The acquisition expands the segment’s portfolio with the addition of pioneering innovation in molecular diagnostics which combined with the Segment's existing offerings establish Bruker as an innovative and growing infectious disease specialist in the in-vitro diagnostics market.

Automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields. The acquisition expands the segment’s portfolio in vendor-agnostic scientific software, R&D, and laboratory automation.

Location

Washington, U.S.A.

Various - Primarily Torino, Italy and Washington and Utah, U.S.A.

Füllinsdorf, Switzerland

Acquired interest

100%

100%

100%

Business/technology acquired

Substantially all of the assets and rights associated with the business of NanoString Technologies, Inc. including the equity interests of the six subsidiaries (collectively, “NanoString”). The Company also assumed certain of its liabilities, including potential liabilities associated with ongoing litigations. Included in the liabilities assumed as of the acquisition date is $44.7 million determined in accordance with ASC Topic 450. Refer to Note 20, Commitments and Contingencies for more details on these litigations.

Outstanding share capital of TecInvest S.à r.l, Eliman 1 S.à r.l, and Eliman 2 S.à r.l, and their 100% interests in 18 subsidiaries (collectively “ELITech” or “ELITech Group”).

Outstanding share capital of Chemspeed Technologies AG and its three wholly owned subsidiaries (collectively “Chemspeed”).

 

In the acquisitions above, customer relationships and technology intangible assets were the most significant identifiable assets acquired. The fair value of the intangible assets is estimated using a multi-period excess earnings method for customer relationships and a relief from royalty method for technology. For the acquisition of ELITechGroup, the cash flow projections for the customer relationships included significant judgments and assumptions related to customer attrition rates, contributory asset charges, and discount rates and the cash flow projections for the technology included significant judgments and assumptions related to revenue growth rates, royalty rates, obsolescence rates, and discount rates.

 

The following table presents estimated useful life for the acquired intangible assets as determined by the Company:

 

 

 

NanoString Technologies

 

ELITechGroup

 

Chemspeed Technologies (a)

Intangible Asset — Technology

 

12 years

 

4 to 14 years

 

7 years

Intangible Asset — Tradenames

 

12 years

 

6 years

 

10 years

Intangible Asset — Customer relationships

 

15 years

 

5 to 15 years

 

15 years
a)
The Company expects to amortize backlog through the first quarter of 2026.

The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services. The Company does not expect the amounts allocated to goodwill for ELITechGroup or Chemspeed to be deductible for tax purposes. The Company expects the amounts allocated to goodwill for NanoString to be deductible for tax purposes.

 

In the first quarter of 2025, the Company finalized its determination of the fair value of the identifiable assets acquired and liabilities assumed for the Chemspeed acquisition. In the second quarter of 2025, the Company finalized its determination of the fair

value of the identifiable assets acquired and liabilities assumed for the NanoString and ELITechGroup acquisitions with no further adjustments in addition to the immaterial adjustments recorded in prior quarters.

 

Other 2024 Acquisitions

 

During the year ended December 31, 2024, the Company acquired other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings.

 

The following table reflects the consideration transferred and the respective reportable segment for the acquisitions (in millions):

 

Name of Acquisition

 

Date Acquired

 

Segment

 

Total
Consideration, net of Cash Acquired

 

 

Cash
Consideration

 

Nion, LLC

 

January 2, 2024

 

BSI NANO

 

$

42.9

 

 

$

37.4

 

Spectral Instruments Imaging LLC

 

February 1, 2024

 

BSI BBIO

 

 

28.8

 

 

 

29.0

 

Other (In aggregate)

 

Various

 

Various

 

 

66.0

 

 

 

62.5

 

 

 

 

 

 

 

$

137.7

 

 

$

128.9

 

 

For the period from the date of acquisition through December 31, 2024, the revenues and results of operations included in the consolidated financial statements of the Company from the other acquisitions listed in table above were not material, therefore, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included.

 

The table below summarizes information on certain of the Company’s other acquisitions in 2024:

 

 

Nion, LLC

Spectral Instruments Imaging LLC

Activity of acquired business

Designer and manufacturer of high-end electron-optical instruments with diverse applications to the needs of its customers.

Manufacturer of preclinical optical systems for bioluminescent, fluorescent and x-ray imaging to fit the workflows of animal scientists.

Location

Washington, U.S.A.

Arizona, U.S.A.

Acquired interest

100%

100%

Business/technology acquired

Outstanding share capital of Nion, LLC (“Nion”).

Outstanding share capital of Spectral Instruments Imaging, LLC (“Spectral”).

Contingent consideration

Cash consideration is subject to adjustments of up to $23.0 million if certain revenue and non-revenue milestones are achieved through 2026.

Cash consideration is subject to adjustments of up to $10.0 million if certain revenue and EBITDA targets are met through 2025.

 

The following table presents estimated useful life for the acquired intangible assets for the material other acquisitions in 2024 as determined by the Company:

 

 

 

Nion, LLC (a)

 

Spectral Instruments Imaging LLC

Intangible Asset — Technology

 

7 years

 

6 years

Intangible Asset — Tradenames

 

7 years

 

not applicable

Intangible Asset — Customer relationships

 

15 years

 

14 years
a)
The Company expects to amortize backlog through the fourth quarter of 2027.

 

The amortization period for the intangible assets acquired for the Company’s other acquisitions is seven to eleven years for the technology, eleven to fifteen for customer relationships and twelve years for tradenames. The fair values of the trade name and technology of certain acquisitions were not material and were expensed in full during 2024.

The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services. The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.

 

The Company has finalized its valuation of the assets acquired and liabilities assumed related to the Spectral Instruments Imaging LLC and Nion, LLC acquisitions within the measurement period, and no further material adjustments were be made.

 

Results of operations for 2024 acquired businesses

 

Results from the acquisitions included in the consolidated financial statements of the Company from the acquisition dates through December 31, 2024 include revenues of $259.5 million and pre-tax losses totaling $108.0 million. Pre-tax losses include purchased intangible amortization and step up inventory costs related to the acquisitions as well as acquisition-related expenses, which are recorded within Other charges, net in the consolidated statements of operations. Acquisition-related expenses primarily relate to pre-close services, legal and professional services associated with integration activities, and other transaction costs. The tax effect of pre-tax losses incurred will be included in the related jurisdictional tax returns of its subsidiaries.

Supplemental Pro Forma Information

 

The unaudited pro forma financial information in the table below summarizes the combined GAAP revenue and net income (loss) results of the Company as though the material acquisitions of ELITechGroup and Chemspeed had been completed on January 1, 2024 (in millions):

 

 

 

Year ended
December 31, 2024

 

 

 

Before Adjustments

 

 

Pro forma
Adjustments

 

 

After Adjustments

 

Revenue

 

$

3,426.0

 

 

$

—

 

 

$

3,426.0

 

Net income (loss)

 

$

115.3

 

 

$

(15.7

)

 

$

99.6

 

 

The revenue and net income (loss) results for all 2024 acquisitions are included in the consolidated financial statements for the three and six months ended, June 30, 2025.

 

NanoString was unable to file its Annual Report on Form 10-K for the year ended December 31, 2023, under the Securities and Exchange Act of 1934, as amended, following NanoString and certain of its subsidiaries filing voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on February 4, 2024. Further, management considers that results of NanoString for the period from October 1, 2023, through May 6, 2024, are unlikely to be meaningful to users of these financial statements given the operations and financial results of NanoString were inherently materially impacted by the bankruptcy declaration. Accordingly, the pro forma financial information does not include the results of NanoString from January 1, 2024, through its acquisition date of May 6, 2024, as the historical financial statements after the quarter ended September 30, 2023 are not meaningful.

 

The pro forma adjustments include the following (in millions):

 

 

 

December 31, 2024

 

Net increase in amortization and depreciation expense associated with tangible and intangible assets

 

$

(2.4

)

Net increase in interest expense

 

 

(13.3

)

Total pro forma adjustments - net loss

 

$

(15.7

)

 

The supplemental pro forma financial information presented above is for illustrative purposes only and does not include the pro forma adjustments that would be required under Article 11 of Regulation S-X for pro forma financial information. This supplemental pro forma financial information is not necessarily indicative of the financial position or results of operations that would have been realized if the NanoString, ELITechGroup, and Chemspeed acquisitions had been completed on January 1, 2024. No effect has been given for synergies, if any, that may have been achieved through the acquisitions nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.