v3.26.1
Acquisitions
 6 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
Acquisitions
3.
Acquisitions

During the six months ended June 30, 2026, the Company completed various acquisitions that collectively complemented 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 to the consolidated financial statements included in the 2025 Form 10-K.

The following table presents the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2026 acquisitions (in millions):

 

Acquisition (segment)

 

Tofwerk
 (BSI CALID)

 

Other

 

Total

 

Consideration Transferred:

 

 

 

 

 

 

 

Cash paid

 

$

30.3

 

$

7.7

 

$

38.0

 

Cash acquired

 

 

(21.4

)

 

(0.2

)

 

(21.6

)

Fair value of deferred consideration

 

 

27.0

 

 

—

 

 

27.0

 

Fair value of previously held equity interest

 

 

38.1

 

 

—

 

 

38.1

 

Working capital and other closing adjustments

 

 

—

 

 

(0.4

)

 

(0.4

)

Total consideration transferred, net of cash acquired

 

$

74.0

 

$

7.1

 

$

81.1

 

Allocation of Consideration Transferred:

 

 

 

 

 

 

 

Accounts receivable

 

 

5.2

 

 

0.3

 

 

5.5

 

Inventories

 

 

11.0

 

 

0.6

 

 

11.6

 

Other current assets

 

 

2.9

 

 

0.1

 

 

3.0

 

Property, plant and equipment

 

 

0.2

 

 

0.1

 

 

0.3

 

Other assets

 

 

9.0

 

 

—

 

 

9.0

 

Intangible assets:

 

 

 

 

 

 

 

Technology

 

 

35.8

 

 

6.9

 

 

42.7

 

Customer relationships

 

 

3.5

 

 

—

 

 

3.5

 

Trade name

 

 

1.6

 

 

—

 

 

1.6

 

Goodwill

 

 

35.4

 

 

—

 

 

35.4

 

Deferred taxes (net)

 

 

(7.5

)

 

(0.9

)

 

(8.4

)

Liabilities assumed

 

 

(23.1

)

 

—

 

 

(23.1

)

Total consideration allocated

 

$

74.0

 

$

7.1

 

$

81.1

 

 

The table below summarizes information on the Tofwerk AG and its wholly owned subsidiaries (collectively “Tofwerk”) acquisition:

 

 

Tofwerk

Acquisition date

January 6, 2026

Activity of acquired business

Developer and manufacturer of high-performance time-of-flight (“TOF”) mass spectrometers and related analytical instrumentation used across environmental analysis, industrial monitoring, semiconductor applications, and scientific research. Tofwerk’s modular TOF platform enables real-time, high-resolution detection and quantification of complex chemical compositions. This acquisition enhances Bruker’s mass spectrometry portfolio by expanding the Company's capabilities in TOF based solutions and strengthens the Company's position in advanced environmental, industrial, and research markets that benefit from high sensitivity, real-time mass spectrometric analysis.

Location

Thun, Switzerland

Percentage of voting equity interests acquired

Remaining 60.0% ownership interest in Tofwerk. The Company’s existing 40.0% interest in Tofwerk was previously accounted for under the equity method.

Business acquired

Outstanding share capital of Tofwerk.

 

On January 6, 2026, the Company acquired the remaining 60.0% ownership interest in Tofwerk and its subsidiaries. The transaction was accounted for as an acquisition achieved in stages. The acquisition date fair value of the existing interest was $38.1 million which resulted in a non-taxable gain of $12.2 million that the Company recognized in the first quarter of 2026 in interest and other income (expense), net in the unaudited condensed consolidated statements of operations. Based on the terms of the transaction and the nature of the negotiations, the Company determined there was no control premium factored into the purchase of the additional 60.0% interest. The fair value of the existing interest in Tofwerk was determined using the implied business economic value of the entity based on the terms of the acquisition of the additional 60.0% interest.

As a result of the transaction, the Company recognized 100% of the identifiable assets acquired and liabilities assumed of Tofwerk at their respective acquisition‑date fair values. The excess of the total consideration transferred, together with the fair value of the previously held interest, over the fair value of identifiable net assets acquired was recorded as goodwill.

The most significant identifiable intangible asset acquired was technology. The fair value of the technology and customer relationships intangible assets was estimated using a multi-period excess earnings method. The fair value of the tradename intangible asset was estimated using a relief from royalty method. The following table presents estimated useful life for the acquired intangible assets as determined by the Company:

 

 

 

Tofwerk

Intangible Asset — Technology

 

4 years

Intangible Asset — Tradename

 

1 year

Intangible Asset — Customer relationships

 

13 years

 

The estimated useful life for the acquired technology intangible assets for the other acquisitions as determined by the Company was 3 years.

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 acquisitions that occurred during the first half of 2026 and during 2025, within the measurement period, and no further material adjustments were made.

Supplemental Pro Forma Information for 2026 acquired businesses (unaudited)

The consolidated results for the quarter and six months ended June 30, 2026, would not be materially different had the Tofwerk acquisition been completed on January 1, 2026, instead of January 6, 2026. The other acquisition completed during the first half of 2026 was not material to the Company. As such, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included in the unaudited condensed consolidated financial statements.