This record is sourced from an Exhibit 99.1 press release furnished with PhenomeX's Form 8-K filed August 17, 2023. At announcement, the transaction was a signed definitive merger agreement structured as a tender offer, not yet closed, and not subject to any financing conditions; closing was expected in the fourth quarter of 2023.
Perella Weinberg Partners served as financial advisor to Bruker, the acquirer, per the release's statement "For Bruker, Perella Weinberg Partners acted as financial advisor and Morgan Lewis as legal advisor." William Blair & Company, L.L.C. served as financial advisor to PhenomeX, the target, per "For PhenomeX, William Blair & Company, L.L.C. acted as financial advisor and Freshfields Bruckhaus Deringer LLP as legal advisor." No lead designation is specified for either side since each company retained a single financial advisor.
On the legal side, Morgan Lewis represented Bruker and Freshfields Bruckhaus Deringer LLP represented PhenomeX.
The transaction was structured as a tender offer for all outstanding PhenomeX shares at $1.00 per share, after which PhenomeX would merge into a wholly owned Bruker subsidiary, with any untendered shares converted into the right to receive the same per-share cash consideration paid in the tender offer.
Not disclosed in the sourced document is any revenue or technology-value multiple implied by the $108 million price, the number of PhenomeX instruments or customers that factored into the valuation beyond the "more than 400 instruments" installed-base figure mentioned for context, or the precise date the tender offer was expected to commence.
