Bruker to acquire NanoString in $329.6M asset deal, sees accretion

Bruker announced that it has entered into a definitive acquisition agreement with NanoString Technologies, headquartered in Seattle, Washington, a provider of solutions for spatial transcriptomics and gene expression analysis. Under the asset purchase agreement, Bruker expects to acquire substantially all of the assets and rights associated with NanoString’s business, including the nCounter, GeoMx, CosMx and AtoMx product lines, for approximately $392.6M in cash, and the assumption of certain liabilities. In 2023, NanoString generated revenues of approximately $168M. On April 19, the transaction was approved under a court-supervised Chapter 11 sale process pursuant to Section 363 of the U.S. Bankruptcy Code, and it is expected to close in the second quarter of 2024, subject to customary closing conditions. NanoString is a provider of life science tools for discovery and translational research with leading solutions for spatial transcriptomics and gene expression analysis. For over fifteen years, and with over 7,000 peer-reviewed publications, scientists and medical researchers have relied on NanoString’s pioneering instruments to advance biological, translational and clinical disease research. Bruker expects to fund the acquisition with cash on hand and established debt instruments. Following the closing, the NanoString business will become part of the Bruker Spatial Biology business. Bruker is unable to provide guidance estimates for the NanoString business for the remainder of 2024, as its financial performance cannot yet be reliably estimated, given the disruption of the Chapter 11 reorganization, the previous European Unified Patent Court’s injunction on CosMx sales, and the uncertainties of various U.S. and European IP and antitrust litigation proceedings against an unusually aggressive, larger spatial and single-cell biology competitor. As a preliminary estimate, for the remainder of 2024, the transaction is expected to be dilutive to non-GAAP EPS by 15c to 20c. By 2026, Bruker expects the NanoString business to have rebounded and to be near break-even with resumed revenue growth and margin improvements, also taking advantage of deal synergies, as Bruker is not acquiring NanoString’s public company overhead in this asset deal.