Bruker Announces Share Purchase Agreement to Acquire Molecular Diagnostics Innovator ELITechGroup

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Bruker Corporation (BRKR) to Acquire ELITechGroup for €870 Million in Cash, Excluding Clinical Chemistry Business

Insights

Market Research Analyst

The acquisition of ELITechGroup by Bruker Corporation for €870 million represents a strategic expansion into the mid-to-high throughput molecular diagnostics (MDx) market. This move indicates Bruker's intent to diversify its product offerings and enhance its infectious disease diagnostics capabilities. The emphasis on ELITechGroup's revenue composition, with over 80% coming from consumables, suggests a stable and recurring revenue stream, which is attractive to investors looking for long-term growth and profitability. The acquisition also provides Bruker access to a global installed base of over 1,000 InGenius and BeGenius systems, which could lead to increased market penetration, especially in Europe and Latin America.

From a market perspective, the focus on infectious disease diagnostics is timely given the heightened awareness of public health due to recent global events. The integration of ELITech's MDx systems and assays could enable Bruker to offer a more comprehensive suite of diagnostic solutions, potentially leading to synergistic sales opportunities. Moreover, the acquisition could position Bruker more competitively against larger Tier 1 IVD companies by filling gaps in its current product portfolio and offering complementary diagnostics solutions.

Financial Analyst

The financial details of the transaction reveal that ELITechGroup has generated revenues of approximately €150 million in 2023, which is a significant figure that investors will monitor to assess the impact of the acquisition on Bruker's overall financial performance. The deal's valuation at €870 million, excluding the clinical chemistry business, suggests that Bruker is willing to invest heavily in the MDx and IVD sectors, expecting a substantial return on investment. The high valuation also reflects the strategic importance of ELitTech's proprietary technology and patent portfolio, which includes over 40 active patents.

Investors should consider the potential for cost synergies, such as reduced overhead and combined R&D efforts, which may improve margins over time. However, it is also essential to monitor integration costs and the potential impact on Bruker's short-term financials. The deal's success will be measured by Bruker's ability to leverage ELITech's technologies and market presence to drive growth and expand its customer base.

Legal Expert

The transaction is currently subject to regulatory approvals and the carve-out of the clinical chemistry business, which are critical legal steps that could influence the final closing date and terms. The reference to the put option agreement and workers’ council consultations in France and The Netherlands highlights the complexity of international acquisitions and the importance of compliance with local labor laws. These consultations are a form of due diligence that can mitigate the risk of post-acquisition labor disputes.

Additionally, the legal framework surrounding the intellectual property, including patents and proprietary technologies, will be a focus for both parties to ensure that all assets are properly transferred and that there are no infringements. The legal intricacies of such a large-scale acquisition are significant and the successful navigation of these issues is essential for the seamless integration of ELITechGroup into Bruker's operations.

• ELITechGroup is a differentiated, fast growing and profitable systems and assay provider for molecular diagnostics (MDx), biomedical systems/specialty IVD, and microbiology
• ELITechGroup offers the proprietary, fully automated sample-to-answer (S2A) molecular diagnostic (MDx) systems InGenius® and BeGenius® for mid-sized hospitals and esoteric testing
• Large and diversified ELITech MDx assay portfolio is focused on pathogens and viral disease
• ELITechGroup has its R&D, manufacturing and commercial focus on Europe and the Americas
• Bruker to acquire ELITechGroup revenues of ~Euro 150 million p.a. with >80% consumables revenue

TORINO, Italy--(BUSINESS WIRE)-- Bruker Corporation (Nasdaq: BRKR) announced today that it has entered into a definitive share purchase agreement with TecFin S.à r.l., a controlled affiliate of PAI Partners, a pre-eminent private equity firm, to acquire ELITechGroup, for €870 million in cash, excluding the carved out ELITech clinical chemistry business. As reported in an 8-K SEC filing on December 26, 2023, Bruker had previously entered into a put option agreement with the sellers, pending workers’ council consultations in France and The Netherlands. This put option has now been exercised, and the parties have entered into a binding share purchase agreement. Bruker expects to close the transaction in the second quarter of 2024, subject to regulatory approvals, the carve-out of the clinical chemistry business, and other customary closing conditions.

ELITechGroup, with over 500 employees and over 40 active patents, develops and commercializes innovative, proprietary molecular diagnostic (MDx) systems and assays, as well as niche biomedical systems and microbiology products. Its molecular diagnostic business accounts for the majority of the to-be-acquired revenues and provides the unique sample-to-answer (S2A) instruments InGenius® and BeGenius® in the mid-to-high throughput MDx category. Both offer a broad and differentiated menu of esoteric and mainstream PCR diagnostic assays for infections that are transplant-incurred, sexually transmitted, respiratory, gastrointestinal, blood-borne, hospital-acquired and more. There is currently a global installed base of more than 1,000 InGenius and BeGenius systems in clinical routine usage, with a focus on Europe and Latin America, primarily in mid-sized hospitals and clinical laboratories, or as esoteric testing platforms in large hospitals and labs, where they are complementary to high-volume MDx systems by other Tier 1 IVD companies.

ELITechGroup´s biomedical systems and microbiology businesses include automated slide stainers, cystic fibrosis sweat testing instruments, osmometer instruments and selected microbiology consumables and assays.

Dr. Wolfgang Pusch, the President of Bruker’s Microbiology and Infection Diagnostics division, said: “The ELITech MDx business will give Bruker access to modern sample-to-answer (S2A) systems and a broad infectious disease assay portfolio, including viral testing. ELITech’s breadth of testing menu, ease of use, and fast time-to-result complements Bruker’s novel LiquidArray^® syndromic panels, specialty fungal infection, tuberculosis, mycobacteria and HIV MDx portfolio. The ELITech esoteric molecular diagnostics portfolio is nicely complementary to our MALDI Biotyper^® microbial identification platform in infectious disease diagnostics, and both together establish Bruker as an innovative and growing ’Tier 2’ infectious disease specialist in the in-vitro diagnostics (IVD) market.”

Dr. Christoph Gauer, the CEO of ELITechGroup, who is expected to join Bruker with his entire leadership team, added: “ELITechGroup is the company that it is today thanks to our teams' hard work and drive for innovation, and our partnership with PAI. Establishing this unique business within Bruker - a well-respected global life-science tools and specialty diagnostics company - provides an exciting opportunity to further grow our molecular diagnostics, microbiology and biomedical systems portfolios. We expect to capitalize on infectious disease portfolio and commercial synergies for opportunities to further expand our portfolio, utilizing R&D innovations and global customer support within Bruker.”

ELITechGroup, excluding the clinical chemistry business, achieved approximately €150 million in revenues in 2023, with further financial details to be provided after the closing of the transaction. The 2023 ELITech revenues included about €5 million of COVID-related MDx revenues, while non-COVID-related revenues have grown at a double digit CAGR from pre-COVID times through 2023. ELITech generates most of its revenues in Europe, with significant business also in North and Latin America. Its major R&D and operations sites are in Italy, the United States, France and Germany.

Bruker expects to fund the acquisition using cash on hand and established debt financing. Upon closing, ELITech is expected to be a stand-alone business within Bruker’s Microbiology and Infection Diagnostics division, as a part of the Bruker CALID Group.

About Bruker Corporation (Nasdaq: BRKR)

Bruker is enabling scientists to make breakthrough discoveries and develop new applications that improve the quality of human life. Bruker’s high performance scientific instruments and high value analytical and diagnostic solutions enable scientists to explore life and materials at molecular, cellular and microscopic levels. In close cooperation with our customers, Bruker is enabling innovation, improved productivity and customer success in life science molecular and cell biology research, in applied and pharma applications, in microscopy and nanoanalysis, as well as in industrial applications. Bruker offers differentiated, high-value life science and diagnostics systems and solutions in preclinical imaging, clinical phenomics research, proteomics and multiomics, spatial and single-cell biology, functional structural and condensate biology, as well as in clinical microbiology and molecular diagnostics. For more information, please visit: www.bruker.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240228291399/en/

Investor:

Justin Ward

Sr. Director, Investor Relations & Corporate Development, Bruker Corporation

T: +1 (978) 313-5800

E: Investor.Relations@bruker.com

Source: Bruker Corporation

FAQ

What is the deal between Bruker Corporation and ELITechGroup?

Bruker Corporation (BRKR) has entered into a definitive share purchase agreement with TecFin S.à r.l., a controlled affiliate of PAI Partners, to acquire ELITechGroup for €870 million in cash, excluding the carved out ELITech clinical chemistry business.

When is the expected closing date of the transaction between Bruker Corporation and ELITechGroup?

Bruker expects to close the transaction in the second quarter of 2024, subject to regulatory approvals, the carve-out of the clinical chemistry business, and other customary closing conditions.

What are the key products and focus areas of ELITechGroup?

ELITechGroup offers proprietary, fully automated sample-to-answer (S2A) molecular diagnostic systems InGenius® and BeGenius®, with a large MDx assay portfolio focused on pathogens and viral diseases. It also has biomedical systems and microbiology products.

How much revenue did ELITechGroup generate in 2023?

ELITechGroup, excluding the clinical chemistry business, achieved approximately €150 million in revenues in 2023.

Who are the key executives involved in the acquisition?

Dr. Wolfgang Pusch, President of Bruker’s Microbiology and Infection Diagnostics division, and Dr. Christoph Gauer, CEO of ELITechGroup, are key executives involved in the acquisition.