Bruker Corporation · NASDAQ:BRKR
Bruker — Bruker BioSciences — Merger or Acquisition (December 2007)
28 slides from Bruker's merger presentation, Dec 17, 2007
Slide 1: The planned combined Bruker Corporation Investor Presentation
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 1 The planned combined Bruker Corporation (BRKR) Bruker BioSciences Corp. (NASDAQ: BRKR) & the private Bruker BioSpin Group (BBIO) Investor Presentation Frank H. Laukien, Chief Executive Officer William J. Knight, Chief Financial Officer Dece
Slide 2: Announcement of Agreement to Acquire Bruker BioSpin Group; Additional Information
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 2 Bruker BioSciences Corporation Announces Agreement to Acquire the Bruker BioSpin Group for $914 Million in Cash and Stock ADDITIONAL INFORMATION AND WHERE TO FIND IT THE TRANSACTIONS DESCRIBED IN THIS ANNOUNCEMENT HAVE NOT YET BEEN CONSUMMA
Slide 3: BRKR Safe Harbor Statement
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 3 BRKR Safe Harbor Statement Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any f
Slide 4: Presentation Overview
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 4 Presentation Overview • Transaction Overview and Rationale • Bruker BioSpin Highlights • Planned Combined Bruker Corporation: Today & Tomorrow Note: This transaction is subject to BRKR shareholder approval, customary regulatory approvals an
Slide 5: Transaction Overview and Rationale
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 5 Transaction Overview and Rationale 1) Expected to Create a Fast-Growing, High-Performance Leader • A combined Bruker Corporation (BRKR) is expected to be close to a $1 Billion revenue company in 2008, providing high-performance scientific i
Slide 6: Transaction Overview and Rationale: Synergies and Purchase Price
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 6 Transaction Overview and Rationale 4) Opportunities for synergistic value creation • Leverage global marketing, sales & support, operational and financial synergies for growth • Combined strategic initiative in clinical research systems, mo
Slide 7: Transaction Overview and Rationale: Financing and Accounting
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 7 Transaction Overview and Rationale 6) Acquisition Financing • New $380M 5-year senior credit facility to fund cash portion of the purchase price with JPMorgan and CitiBank as underwriters • Multi-currency borrowings in USD, EUR and CHF avai
Slide 8: Bruker BioSpin Highlights: Introduction and Overview
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 8 Bruker BioSpin Highlights Introduction and Overview • Bruker founded in 1960 in Germany by Professor Guenther R. Laukien (in picture) • Bruker BioSpin is the global market and technology leader in life science analytical instruments based o
Slide 9: Bruker BioSpin Highlights: Technology Platforms
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 9 Bruker BioSpin Highlights Technology Platforms • NMR – Determination and quantification of molecular structure and function based on intra-molecular environment • MRI – Morphological, functional and molecular imaging for animal and translat
Slide 10: Bruker BioSpin Highlights: NMR
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 10 Bruker BioSpin Highlights NMR: Nuclear Magnetic Resonance Customers: • Academia & Industry • Pharmaceutical and BioPharma Applications: • Organic chemistry (structure elucidation) • Inorganic Chemistry • Protein Structures • Structure-Acti
Slide 11: Bruker BioSpin Highlights: MRI
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 11 Bruker BioSpin Highlights MRI: Magnetic Resonance Imaging Customers: • Academia • Research Hospitals • Pharmaceutical Industry Applications: • Preclinical studies on small animals • Drug development • Animal anatomy • Molecular Imaging
Slide 12: Bruker BioSpin Highlights: EPR
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 12 Bruker BioSpin Highlights EPR: Electron Paramagnetic Resonance Customers: • Academia • Government Labs • Industry Applications: • Spin Labels (structure elucidation) • Inorganic chemistry • Materials sciences
Slide 13: Bruker BioSpin Highlights: Superconducting Magnet Technology
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 13 Bruker BioSpin Highlights Superconducting Magnet Technology In-house Superconducting Magnet Production and R&D capabilities for NMR, EPR, MRI, FTMS Laboratory Magnets of utmost strategic value for any magnetic resonance business
Slide 14: Bruker BioSpin Highlights: Superconducting Wire Technology
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 14 Bruker BioSpin Highlights Superconducting Wire Technology • Advanced low-temperature superconducting wires for clinical MRI magnets, NMR magnets, FTMS magnets, as well as for magnets used in major accelerators or international research fac
Slide 15: The planned combined Bruker Corporation: Today & Tomorrow
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 15 The planned combined Bruker Corporation: Today & Tomorrow • Commitment to innovation and growth • Leading market position in key segments • Attractive and diversified markets • Significant synergies in growing markets • Strong Bruker brand
Slide 16: Bruker Corporation: History and Planned Combination in 2008
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 16 Bruker Corporation: History and Planned Combination in 2008 1960 Bruker was founded in 1960 with NMR products 2006 Bruker BioSciences acquires Bruker Optics 2003 Merger of Bruker Daltonics and Bruker AXS into Bruker BioSciences (BRKR) 1974
Slide 17: Planned Bruker Corporation: a Global 'Critical Mass' Life Science Company
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 17 Planned Bruker Corporation (BRKR): a Global ‘Critical Mass’ Life Science Research and Analytical Solutions Company Other Significant R&D and Production Sites Direct Sales Offices Major DE, CH & FR R&D and Production Sites Many additional d
Slide 18: Complementary Capabilities for Future Growth Markets
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 18 Complementary Capabilities for Future Growth Markets • Organic and inorganic chemistry • Expression proteomics and structural biology • Pharma/biotech drug discovery and development • Biomarker discovery, clinical proteomics and molecular
Slide 19: Synergistic Opportunities for Additional Value Creation Between BRKR & BBIO
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 19 Synergistic Opportunities for Additional Value Creation Between BRKR & BBIO Leverage Global Marketing, Sales & Support Synergies for Growth • Combined metabolomics, small molecule biomarker and applied analysis solutions • Combined 3D mole
Slide 20: Pro Forma BRKR and BBIO Combined Revenue
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 20 Pro Forma BRKR and BBIO Combined Revenue ($’s in millions) $357.0 $487.3 $811.8 $372.3 $445.2 $787.8 $435.8 $447.0 $850.5 $363.8 $351.9 $689.4 $0.0 $100.0 $200.0 $300.0 $400.0 $500.0 $600.0 $700.0 $800.0 $900.0 2004 2005 2006 YTD Q1-Q3 200
Slide 21: Pro Forma BRKR and BBIO Combined Operating Income
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 21 Pro Forma BRKR and BBIO Combined Operating Income ($’s in millions) $6.6 $42.2 $48.9 $22.4 $93.8 $116.1 $30.7 $76.7 $107.0 $26.2 $48.9 $74.4 $0.0 $20.0 $40.0 $60.0 $80.0 $100.0 $120.0 2004 2005 2006 YTD Q1-Q3 2007 BRKR (includes operating
Slide 22: Pro Forma BRKR and BBIO Combined EBITDA
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 22 Pro Forma BRKR and BBIO Combined EBITDA ($’s in millions) $26.2 $73.5 $99.8 $43.0 $120.8 $163.7 $59.4 $103.9 $162.9 $42.8 $67.8 $109.9 $0.0 $20.0 $40.0 $60.0 $80.0 $100.0 $120.0 $140.0 $160.0 $180.0 2004 2005 2006 YTD Q1-Q3 2007 BRKR (incl
Slide 23: Pro Forma BRKR and BBIO Non-GAAP Combined EBITDA
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 23 Pro Forma BRKR and BBIO Non-GAAP Combined EBITDA (excludes BBIO litigation expenses in 2004 & reversal in 2005) $26.2 $102.0 $128.3 $43.0 $95.0 $137.9 $59.4 $103.9 $162.9 $42.8 $67.8 $109.9 $0.0 $20.0 $40.0 $60.0 $80.0 $100.0 $120.0 $140.0
Slide 24: Pro Forma BRKR and BBIO Combined Net Income
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 24 Pro Forma BRKR and BBIO Combined Net Income ($’s in millions, except EPS) ($3.9) $23.7 $3.4 $9.7 $75.2 $68.3 $18.5 $56.6 $58.3 $17.5 $43.5 $48.4 ($10.0) $0.0 $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 $80.0 2004 2005 2006 YTD Q1-Q3 2007 BRK
Slide 25: Pro Forma Combined Adjusted Non-GAAP Net Income
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 25 Pro Forma BRKR and BBIO Combined Adjusted Non-GAAP Net Income (excludes after-tax effects of BBIO patent litigation 2004 charges and 2005 reversal) ($’s in millions, except EPS) ($3.9) $42.7 $22.4 $9.7 $56.2 $49.3 $18.5 $56.6 $58.3 $17.5 $
Slide 26: Pro Forma BRKR and BBIO Combined Balance Sheet as of September 30, 2007
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 26 Pro Forma BRKR and BBIO Combined Balance Sheet as of September 30, 2007 ($’s in thousands) ASSETS Current assets: Cash and cash equivalents 193,723 $ Short-term investments and restricted cash 12,794 Accounts receivable, net 155,870 Due fr
Slide 27: Financial Goals of planned Bruker Corporation for 2008 and Medium-Term
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 27 Financial Goals of planned Bruker Corporation for 2008 and Medium-Term (3-4 Years) • Revenue Growth: 2008 goal: >8% growth • Medium term goal: >10% growth • mostly organic growth, selective acquisitions • Gross Margin: 2008 goal: >46% GM •
Slide 28: www.bruker.com
© Copyright 2007 Bruker BioSciences. All Rights Reserved. 28 www.bruker.com
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