Bruker BioSciences Buys Bruker BioSpin

The $914 million merger is expected to close in early 2008.
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Bruker BioSciences

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jumped more than 20% Monday after the maker of X-rays and other analytical instruments inked a roughly $914 million merger deal with a close affiliate.

The Billerca, Mass., company agreed to take out privately held Bruker BioSpin Group for $388 million in cash and 57.5 million BioSciences shares. Based on the stock's $9.14 average closing price for the past 10 trading days, the deal's stock component is worth around $526 million.

The BioSpin companies' technology focuses on nuclear magnetic resonance, electron paramagnetic resonance, research magnetic resonance imaging (MRI) and superconducting magnets and wire.

Excluding transaction fees -- which, since this is a related-party transaction, will be expensed rather than recorded as goodwill -- BioSciences anticipates that BioSpin will be "highly accretive" while "significantly" improving its operating margin and cash flow profile.

Had the companies been united in 2006, BioSciences said, its pro forma earnings per share would have more than doubled, even including stock issuance for merger payment and interest from related debt. Combined 2007 pro forma revenue is pegged at more than $900 million.

Currently, Frank Laukien is chief executive of both Biosciences and BioSpin, and six members of the Laukien family own 52% of the former and 100% of the latter. They are expected to have about a 69% interest in the combined company. Dr. Laukien's half-brother Dirk is senior V.P. of BioSciences and a co-president at BioSpin.

On shareholder approval, Dirk Laukien and Tony Keller -- the latter of whom is executive chairman and former co-CEO of BioSpin -- will become directors of the combined company, which will be called Bruker Corporation.

More than half of the non-Laukien-affiliated voting shareholders, in addition to a majority of the total shareholders, need to support the merger. Pending that approval, as well as regulatory approval and financing, the transaction should close early next year.

Bruker Biosciences shares were up $1.61, or 17.3%, to $10.90 in recent trading Monday.