8 unchanged sentences
Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024.
−Removed: We excluded Biognosys AG, Osthus Beteiligungs GmbH, MIRO Analytical AG, PhenomeX Inc.
−Removed: (Bruker Cellular Analysis), Acquifer Imaging GmbH, Deltabyte GmbH, Pinpoint Testing LLC, Fasmatech Science and Technology SA, Interherence GmbH, and Signals GmbH & Co.
−Removed: KG, from our assessment of internal control over financial reporting as of December 31, 2023, because they were acquired by the Company in business combinations during 2023.
+Added: We excluded Chemspeed Technologies AG, Dynamic Biosensors GmbH, ELITechGroup, Nanophoton Corporation, NanoString Technologies, Nion LLC, Phasefocus Holdings Limited, Spectral Instruments Imaging LLC, and Tornado Spectral Systems Inc., from our assessment of internal control over financial reporting as of December 31, 2024, because they were acquired by the Company in business combinations during 2024.
The total assets and total revenues of the acquired entities collectively represent approximately 7% and 7%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.
3 unchanged sentences
ITEM 9B OTHER INFORMATION
−Removed: During the quarter ended December 31, 2023, none of the Company's directors or officers informed the Company of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Regulation S-K, Item 408.
−Removed: As previously disclosed, Bruker Invest AG, a Swiss stock corporation and a subsidiary of the Company (“Buyer”), entered into a binding put option agreement dated December 23, 2023 (the “Put Option Letter”), with Tecfin S.à r.l., a controlled affiliate of PAI Partners (the “Beneficiary”) acting for itself and on behalf of the shareholders (collectively, the “Sellers”) owning directly or indirectly 100% of the issued and outstanding securities of TecInvest S.à r.l, which does business as ELITechGroup (“Target”).
−Removed: Target’s subsidiaries (collectively, “EliTech”) are active in the molecular diagnostics, microbiology and biomedical testing equipment fields.
−Removed: Under the terms of the Put Option Letter, Buyer irrevocably and unconditionally agreed to sign the form of (i) Share Purchase Agreement attached to the Put Option Letter as Annex I (the “SPA”) and (ii) Warranty Agreement attached to the Put Option Letter as Annex II containing customary representations and warranties of the Sellers for transactions of this type (the “Warranty Agreement”),
−Removed: both pertaining to the acquisition of all issued and outstanding securities of Target on the terms and conditions set forth therein (the “Acquisition”), subject to the delivery by the Beneficiary sending by the Beneficiary, of a notice of Sellers’ decision to sell all of Target’s securities to Buyer in accordance with the terms and conditions of the SPA (the “Put Option”).
−Removed: Concomitantly with the execution of the Put Option Letter, (i) the Company delivered to the Sellers a customary equity commitment letter covering all amounts payable by Buyer under the SPA (and which the Beneficiary relied upon in entering into the Put Option Letter) and (ii) Buyer secured an insurance policy to cover (as sole recourse) any and all claims for breach of the representations and warranties of the Sellers contained in the Warranty Agreement.
−Removed: On February 27, 2024, following the exercise of the Put Option by the Sellers, the Buyer and the Sellers entered into the SPA, pursuant to which the Buyer will acquire (directly or indirectly) the Target and its subsidiaries for a cash purchase price derived from an Enterprise Value of EUR 870 million, subject to certain adjustments.
−Removed: The purchase price will be paid by Buyer with cash on hand.
−Removed: The SPA provides that closing of the Acquisition is subject to the satisfaction or waiver of certain conditions, notably certain regulatory approvals and notices and the carve out referred to above.
−Removed: In addition, in connection with the execution of the SPA, the Buyer and the Sellers entered into the Warranty Agreement.
−Removed: The description of the Put Option Letter and the SPA and the transactions contemplated thereby, including the Acquisition, set forth above are not complete and are subject to, and qualified by, the full text of the Put Option Letter, the SPA and the Warranty Agreement, each of which is filed as an exhibit to this Annual Report on Form 10-K.
+Added: On November 25, 2024 , Dr.
+Added: Cynthia Friend , a member of the Company’s Board of Directors , terminated a trading plan she had previously adopted with respect to the sale of securities of the Company’s common stock, intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act (“Rule 10b5-1 Trading Plan”).
+Added: Friend’s Rule 10b5-1 Trading Plan was adopted on March 11, 2024 , and provided for the sale of up to 1,785 shares of the Company’s common stock through December 31, 2024 .
+Added: As of the date of termination of her Rule 10b5-1 Trading Plan, Dr.
+Added: Friend did not sell any shares of common stock under the terms of the Rule 10b5-1 Trading Plan.
+Added: Other than as disclosed above, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the three months ended December 31, 2024 .
ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
25 unchanged sentences
Amended and Restated Bylaws of Bruker Corporation
−Removed: August 8, 2020
Specimen Stock Certificate Representing Shares of Common Stock of Bruker Corporation
37 unchanged sentences
February 11, 2019
−Removed: Credit Agreement, dated December 11, 2019, by and among the Company and certain of its subsidiaries as borrowers, Deutsche Bank Securities Inc.
−Removed: and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., TD Bank, N.A.
−Removed: Bank National Association, as Co-Documentation Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders
−Removed: December 12, 2019
Term Loan Agreement, dated December 11, 2019, by and among the Company and certain of its subsidiaries, and Bank of America, N.A.
22 unchanged sentences
November 4, 2022
−Removed: Put Option Agreement, dated as of December 23, 2023, by and between Bruker Invest AG, as promisor and Tecfin S.à r.l., as beneficiary.
+Added: Amended and Restated Credit Agreement, dated January 18, 2024, by and among the Company and certain of its subsidiaries as borrowers and guarantors, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., TD Bank, N.A., and Wells Fargo Bank, National Association, as Co-Syndication Agents, BofA Securities, Inc., Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., TD Bank, N.A.
+Added: and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., and U.S.
+Added: Bank, N.A., as Co-Documentation Agents, ING Bank B.V.
+Added: and PNC Bank, N.A., as Managing Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders.
+Added: January 19, 2024
+Added: Note Purchase Agreement dated as of February 1, 2024.
+Added: February 2, 2024
+Added: Note Purchase Agreement dated as of February 8, 2024
+Added: February 12, 2024
Share Purchase Agreement, dated as of February 27, 2024, by and between Bruker Invest AG, and Tecfin S.à r.l., Christoph Gauer, Eliman 1 and Eliman 2 .
+Added: February 29, 2024
Warranty Agreement, dated as of February 27, 2024, by and among Bruker Invest AG, Tecfin S.à r.l., Christoph Gauer, Eliman 1 and Eliman 2.
+Added: February 29, 2024
+Added: Three- and Five-Year Term Loan Agreement dated as of March 29, 2024.
+Added: April 2, 2024
+Added: Seven-Year Term Loan Agreement dated as of March 29, 2024.
+Added: April 2, 2024
+Added: Asset Purchase Agreement, dated as of April 17, 2024, by and between Bruker Corporation and NanoString Technologies.
+Added: April 22, 2024
+Added: Underwriting Agreement, dated May 29, 2024, by and among Bruker Corporation and BofA Securities, Inc.
+Added: Morgan Securities LLC.
+Added: Insider Trading Policy of Bruker Corporation.
Subsidiaries of the Company
6 unchanged sentences
Bruker Corporation Compensation Recoupment Policy
−Removed: Inline XBRL Instance Document
−Removed: Inline XBRL Taxonomy Extension Schema Document
+Added: Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
+Added: Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
Inline XBRL Taxonomy Extension Calculation Linkbase Document
2 unchanged sentences
Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 has been formatted in Inline XBRL (included in Exhibit 101)
+Added: Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Certain portions have been omitted pursuant to an order granting confidential treatment and have been filed separately with the Securities and Exchange Commission.
7 unchanged sentences
BRUKER CORPORATION
−Removed: February 29, 2024
+Added: March 3, 2025
LAUKIEN, PH.D.
6 unchanged sentences
LAUKIEN, PH.D.
−Removed: President, Chief Executive Officer and Chairman (Principal Executive Officer)
−Removed: February 29, 2024
+Added: President, Chief Executive Officer and Chairman
+Added: (Principal Executive Officer)
+Added: March 3, 2025
Laukien, Ph.D.
/S/ GERALD N.
−Removed: Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
−Removed: February 29, 2024
+Added: Executive Vice President and Chief Financial Officer
+Added: (Principal Financial Officer)
+Added: March 3, 2025
+Added: /S/ THOMAS BURES
+Added: Chief Accounting Officer
+Added: (Principal Accounting Officer)
+Added: March 3, 2025
/S/ BONNIE H.
−Removed: February 29, 2024
+Added: March 3, 2025
/S/ CYNTHIA M.
FRIEND, PH.D.
−Removed: February 29, 2024
+Added: March 3, 2025
Cynthia Friend, Ph.D.
/S/ WILLIAM A.
−Removed: February 29, 2024
−Removed: /S/ Philip Ma
−Removed: February 29, 2024
+Added: March 3, 2025
/S/ JOHN ORNELL
−Removed: February 29, 2024
+Added: March 3, 2025
/S/ RICHARD A.
−Removed: February 29, 2024
+Added: March 3, 2025
/S/ ADELENE Q.
−Removed: February 29, 2024
+Added: March 3, 2025
/S/ HERMANN REQUARDT, PH.D.
−Removed: February 29, 2024
+Added: March 3, 2025
Hermann Requardt, Ph.D.
/S/ ROBERT ROSENTHAL, PH.D.
−Removed: February 29, 2024
+Added: March 3, 2025
Robert Rosenthal, Ph.D.
+Added: /S/ LAURA FRANCIS
+Added: March 3, 2025
+Added: Laura Francis
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.