Key facts
- This page summarizes BRUKER CORP's Form 3 filing for Bruker Cellular Analysis, Inc..
- 0 reported transactions and 0 derivative rows are listed below.
- Accepted by SEC: 03 Oct 2023, 08:30.
BRUKER CORP - 29 Sep 2023 Form 3 Insider Report for Bruker Cellular Analysis, Inc.
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 29 Sep 2023
- Net transaction value
- $0
- SEC form
- 3
- Accepted by SEC
- 03 Oct 2023, 08:30:08 UTC
- Next SEC filing
- 03 Oct 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ J. Brent Alldredge, Senior Vice President, General Counsel and Corporate Secretary, on behalf of Bruker Corporation
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
BRUKER CORP filed Form 3 for Bruker Cellular Analysis, Inc. on 03 Oct 2023.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Official SEC source
View source filing
Ownership activity is grounded in SEC Form 3 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
CELL
holding
Common Stock
No transaction description listed
- Transaction value
- Shares
- Change %
- Price
- Shares after
- 81,254,441
- Date
- 29 Sep 2023
- Ownership
- By subsidiary
- Footnotes
- F1, F2, F3
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Explanation of responses 3 footnotes
Footnote 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.
Footnote 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the Offer expired and Purchaser accepted for purchase a total of 81,254,441 shares validly tendered and not validly withdrawn, representing approximately 81.5% of the outstanding shares of the Issuer.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.
Footnote F3
Purchaser is a wholly owned subsidiary of Bruker.