Bruker Corp - Oct 2, 2023 Form 4 Insider Report for Bruker Cellular Analysis, Inc. (CELL)

Role: 10%+ Owner
Signature: /s/ J. Brent Alldredge, Senior Vice President, General Counsel and Corporate Secretary, on behalf of Bruker Corporation
Stock symbol: CELL
Transactions as of: Oct 2, 2023
Transactions value $: $99,711,327
Form type: 4
Date filed: 10/3/2023, 08:35 AM
Previous filing: Oct 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
transaction	CELL	Common Stock	Other	$99.7M	+1K		$99,711.33	1K	Oct 2, 2023	Direct	F1, F2

Bruker Corp is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On August 17, 2023, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bruker Corporation ("Bruker") and Bird Mergersub Corporation, a wholly owned subsidiary of Bruker ("Purchaser"). The Merger Agreement provided that Bruker will acquire the Issuer through a cash tender offer (the "Offer") by Purchaser for all of the Issuer's outstanding shares of common stock, par value $0.00005 per share.
F2	As of one minute past 11:59 p.m., New York City time, on September 28, 2023, the Offer expired and Purchaser accepted for purchase a total of 81,254,441 shares validly tendered and not validly withdrawn, representing approximately 81.5% of the outstanding shares of the Issuer. Following the expiration of the Offer, Purchaser merged with and into the Issuer on October 2, 2023, pursuant to Section 251(h) of the Delaware General Corporation Law, and, among other things, each share of common stock of Purchaser issued and outstanding immediately before October 2, 2023 automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Issuer (representing 1,000 shares in the aggregate) (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Bruker. As a result of the Offer and the Merger, Bruker acquired a total of 1,000 shares of common stock in exchange for $99,711,327 in cash.

Content

On August 17, 2023, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bruker Corporation ("Bruker") and Bird Mergersub Corporation, a wholly owned subsidiary of Bruker ("Purchaser"). The Merger Agreement provided that Bruker will acquire the Issuer through a cash tender offer (the "Offer") by Purchaser for all of the Issuer's outstanding shares of common stock, par value $0.00005 per share.

As of one minute past 11:59 p.m., New York City time, on September 28, 2023, the Offer expired and Purchaser accepted for purchase a total of 81,254,441 shares validly tendered and not validly withdrawn, representing approximately 81.5% of the outstanding shares of the Issuer. Following the expiration of the Offer, Purchaser merged with and into the Issuer on October 2, 2023, pursuant to Section 251(h) of the Delaware General Corporation Law, and, among other things, each share of common stock of Purchaser issued and outstanding immediately before October 2, 2023 automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Issuer (representing 1,000 shares in the aggregate) (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Bruker. As a result of the Offer and the Merger, Bruker acquired a total of 1,000 shares of common stock in exchange for $99,711,327 in cash.