NanoString Technologies to Be Acquired by Bruker Corporation
April 17 2024 - 5:22PM
Business Wire
Bruker Wins Competitive Auction
Acquisition Ensures Continued Customer
Access to NanoString’s Products
Transaction Expected to Close in early-May
2024
NanoString Technologies, Inc. (“NanoString” or “the Company”), a
leading provider of life science tools for discovery and
translational research, today announced that substantially all of
its assets will be acquired by Bruker Corporation (“Bruker”), a
global life science analytical instrument company, for
approximately $392.6 million in cash consideration, plus the
assumption of certain liabilities. Following the closing,
NanoString’s business operations will no longer be the subject of a
chapter 11 proceeding and will be owned by Bruker on a go-forward
basis. The acquisition by Bruker validates NanoString’s
market-leading technology and ensures continuity of NanoString’s
business operations and product development initiatives for
customers and substantially all of its employees.
“NanoString’s market-leading platforms for spatial biology and
gene expression are enabling researchers to gain unprecedented
insights into cancer, immunology, neurology, and other critical
disease areas. As a global leader in the life science analytical
instrument industry, Bruker is uniquely positioned to ensure
ongoing customer access to NanoString’s innovations,” said Brad
Gray, President and CEO of NanoString. “The sale to Bruker will
also bring about a swift conclusion of our restructuring process.
Our loyal customers, suppliers and employees have stood with us
through this dynamic period, and we are grateful for their
dedication to the future of our technology and our mission to map
the universe of biology.”
The transaction was agreed to under a court-supervised chapter
11 sale process pursuant to Section 363 of the U.S. Bankruptcy Code
and is expected to close in early-May 2024. On March 10th, another
party initially agreed to serve as the “stalking horse” bidder in
conjunction with the sale process. On April 12, Bruker submitted a
qualifying bid. Following an auction on April 16, a revised offer
from Bruker was selected as the winning bid. The substantially
improved terms of the Bruker transaction represent an approximately
78% increase in value relative to the “stalking horse” bid. The
agreement is subject to Bankruptcy Court approval and other
customary closing conditions.
Additional Information About the Court-Supervised
Restructuring Process
Additional information regarding the Company’s court-supervised
process, including court filings and other information, is
available on a separate website administrated by the Company’s
claims agent, Kroll, at https://cases.ra.kroll.com/NanoString.
The Company is represented by Willkie Farr & Gallagher LLP
as counsel, AlixPartners LLP as restructuring advisor and Perella
Weinberg Partners L.P. as restructuring investment banker. Bruker
is represented by Morgan Lewis & Bockius LLP as counsel and
Goldman Sachs & Co. LLC as financial advisor.
About NanoString
NanoString Technologies, a leader in spatial biology, offers an
ecosystem of innovative discovery and translational research
solutions, empowering our customers to map the universe of biology.
The GeoMx® Digital Spatial Profiler is a flexible and consistent
solution combining the power of whole tissue imaging with gene
expression and protein data for spatial whole transcriptomics and
proteomics. The CosMx™ Spatial Molecular Imager is a single-cell
imaging platform powered by spatial multiomics enabling researchers
to map single cells in their native environments to extract deep
biological insights and novel discoveries from one experiment. The
AtoMx™ Spatial Informatics Platform is a cloud-based informatics
solution with advanced analytics and global collaboration
capabilities, enabling powerful spatial biology insights anytime,
anywhere. At the foundation of our research tools is our nCounter®
Analysis System, which offers a secure way to easily profile the
expression of hundreds of genes, proteins, miRNAs, or copy number
variations, simultaneously with high sensitivity and precision. For
more information, please visit www.nanostring.com.
Forward-Looking Statements
This press release includes statements that are, or may be
deemed, “forward-looking statements.” In some cases, these
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms “believes,”
“estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,”
“could,” “might,” “will,” “should,” “approximately” or, in each
case, their negative or other variations thereon or comparable
terminology, although not all forward-looking statements contain
these words. These forward-looking statements reflect the current
beliefs and expectations of management made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. We caution you that forward-looking statements are not
guarantees of future performance and that our actual results of
operations, financial condition and liquidity, and the development
of the industry in which we operate may differ materially from the
forward-looking statements contained herein. Any forward-looking
statements that we make in this press release speak only as of the
date of such statement, and we undertake no obligation to update
such statements to reflect events or circumstances after the date
of this press release or to reflect the occurrence of unanticipated
events. NanoString’s forward-looking statements in this press
release include, but are not limited to, statements about the
closing of the chapter 11 sale process; the timing for the end of
the chapter 11 restructuring process, future access to NanoString’s
products; and other statements regarding NanoString’s strategy and
future operations, performance, and prospects, among others. These
forward-looking statements are based on current expectations and
beliefs concerning future developments and their potential effects.
There can be no assurance that future developments affecting
NanoString will be those anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which
are beyond NanoString’s control) or other assumptions that may
cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, the
risks associated with the potential adverse impact of the chapter
11 filings on NanoString’s liquidity and results of operations;
changes in NanoString’s ability to meet its financial obligations
during the chapter 11 process and to maintain contracts that are
critical to its operations; the outcome and timing of the chapter
11 process and any potential asset sale; the effect of the chapter
11 filings and any potential asset sale on NanoString’s
relationships with vendors, regulatory authorities, employees and
other third parties; possible proceedings that may be brought by
third parties in connection with the chapter 11 process or the
potential asset sale; uncertainty regarding obtaining Bankruptcy
Court approval of a sale of NanoString’s assets or other conditions
to the potential asset sale; and the timing or amount of any
distributions, if any, to NanoString’s stakeholders.
NanoString, NanoString Technologies, the NanoString logo, CosMx,
GeoMx, AtoMx and nCounter are trademarks or registered trademarks
of NanoString Technologies, Inc. in various jurisdictions.
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