Bruker Announces Public Offering of $600 Million of Mandatory Convertible Preferred Stock

BILLERICA, Mass.--(BUSINESS WIRE)--Bruker Corporation (“Bruker”) (Nasdaq: BRKR) today announced it has commenced a public offering, subject to market and other conditions, of $600.0 million of Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share (the “Mandatory Convertible Preferred Stock”). Bruker expects to grant the underwriters a 30-day option to purchase up to an additional $90.0 million of Mandatory Convertible Preferred Stock, solely to cover over-allotments, if any.

Bruker intends to use the net proceeds from this offering to strengthen the balance sheet and enhance strategic flexibility by repaying (i) its term loan due December 2026 in full, (ii) outstanding borrowings under its 2024 amended and restated revolving credit agreement in full, and (iii) a portion of its term loan due March 2027. If the underwriters exercise their option to purchase additional Mandatory Convertible Preferred Stock, Bruker intends to use the net proceeds from the sale of such additional Mandatory Convertible Preferred Stock for general corporate purposes, which may include further payments of outstanding indebtedness, funding working capital, capital expenditures, potential future acquisitions and investments, investments in or loans to its subsidiaries, share repurchases and dividends.

The aggregate number of shares of Mandatory Convertible Preferred Stock being offered are 2,400,000 (or 2,760,000 if the underwriters exercise their option in full). Each share of Mandatory Convertible Preferred Stock will have a liquidation preference of $250. Unless earlier converted at the option of the holders, each share of Mandatory Convertible Preferred Stock will automatically convert into a variable number of shares of Bruker’s common stock on or around September 1, 2028. The conversion rates, the dividend rate and other terms of the Mandatory Convertible Preferred Stock will be determined at the time of pricing.

J.P. Morgan and BofA Securities are acting as joint book-running managers for the offering and PNC Capital Markets LLC is acting as co-manager.

The offering is being made pursuant to an effective shelf registration statement on file with the U.S. Securities and Exchange Commission (the “SEC”). The offering is being made only by means of a prospectus supplement and the prospectus forming a part of that effective shelf registration statement. The prospectus supplement relating to the offering will be filed with the SEC and may be obtained, when available, by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [e-mail] and [e-mail] or BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, or by email at [e-mail].

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor is there any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Bruker Corporation

Bruker is enabling scientists and engineers to make breakthrough post-genomic 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 its customers, Bruker is enabling innovation, improved productivity, and customer success in post-genomic life science molecular and cell biology research, in applied and biopharma applications, in microscopy and nanoanalysis, as well as in industrial and cleantech research, and next-gen semiconductor metrology in support of AI. 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.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. All statements, other than statements of historical fact, including statements regarding completion of the offering and the terms and intended use of proceeds of such offering, are forward-looking in nature and are subject to risks, uncertainties and assumptions about Bruker and its business, including, without limitation, risks and uncertainties related to market conditions. Such forward-looking statements involve substantial risks and uncertainties that relate to future events and the actual results could differ significantly from those expressed or implied by the forward-looking statements. Any forward-looking statements are based on Bruker’s current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Bruker makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change, except as required by law. For further discussion of these and other risks and uncertainties, see Bruker’s most recent Form 10-K and Form 10-Q filings with the SEC. Except as required by law, Bruker does not undertake any duty to update forward-looking statements to reflect events after the date of this press release. Readers are cautioned not to place undue reliance on forward-looking statements.