Hain is an infectious disease molecular diagnostics (MDx) specialist with a broad range of MDx solutions for the detection of microbial and viral pathogens, for antibiotic resistance testing, as well as for human genetic diseases.
Hain is already a profitable company, and in 2018 Hain expects to generate revenues of about $38 million. Bruker expects to acquire an 80% majority interest in Hain, with options for the remaining 20% that can be exercised after 2021. The majority acquisition is expected to close during the fourth quarter of 2018, subject to customary closing conditions and required regulatory approvals. Financial details were not disclosed.
Hain Lifescience's offerings include consumables and instruments for DNA sample preparation, the GenoType™ assay portfolio for tuberculosis detection, for sexually transmitted disease (STD) testing, and for HIV viral load testing, as well as for other infectious disease and human genetic disease MDx tests. Hain is particularly well-known in the field of MDx testing of tuberculosis and other mycobacterial infections. The availability of Hain kits is subject to country-specific diagnostics regulations, and most Hain MDx assays are CE-IVD marked. The planned acquisition of Hain will broaden Bruker's presence in the infectious disease and molecular diagnostics markets, in line with the microbiology and diagnostics initiative within Bruker's Project Accelerate portfolio transformation.
In additional, Hain has developed the new Fluorocycler™ XT, an innovative real-time PCR system with a proprietary, novel assay format for Liquid Array™ syndromic panels. The Liquid Array assays are expected to enable cost-effective syndromic panel analysis in central laboratories. The first Liquid Array assay will be the FluoroType MTBDR 2.0 for detecting the M. tuberculosis complex, including its drug resistances against rifampicin and isoniazid, with CE-IVD labeling expected before the end of 2018.
Frank Laukien, the president and CEO of Bruker Corporation, commented: "We are excited to have concluded an agreement for the acquisition of Hain Lifescience, an innovative, fast-growing and high-quality company in the infectious disease molecular diagnostics markets. Hain is a great fit for Bruker's Microbiology & Diagnostics business, which is one of the key drivers for our Project Accelerate. With this planned acquisition, we expect to broaden our footprint in molecular diagnostics, particularly in microbiology and virology testing solutions."
Dr. Laukien continued: "We anticipate that together with Hain we can bring significant innovation to real-time PCR instruments, and to next-generation, fast and affordable Liquid Array™ syndromic panels. Finally, we are very much looking forward to welcoming the Hain founders and employees to Bruker later this year."
David Hain and Tobias Hain, the co-founders of Hain Lifescience, who both will continue as managing directors, stated: "As part of the Bruker microbiology and diagnostics business, we will be able to drive our business to the next level. Bruker provides us with the required instrumentation experience and critical scale for the go-to-market approach for our molecular diagnostic solutions. Bruker has worldwide reach in sales and service, as well as a proven track record of bringing major diagnostics innovations to the markets, including the highly successful MALDI Biotyper platform for microbiology. We believe that this offers fundamentally the right environment and culture for the Hain innovations in infectious disease testing and molecular diagnostics, and we are committed to the further profitable growth of our business under the Bruker umbrella."
Bruker expects Hain to continue doing business as 'Bruker-Hain Diagnostics', and Bruker intends to retain essentially all Hain employees and Hain R&D, manufacturing and distribution capabilities. Bruker does not expect the transaction to have any material impact on Bruker's 2018 non-GAAP operating margin expansion and earnings per share (EPS) guidance. In 2019, Bruker anticipates the transaction to be accretive to Bruker's non-GAAP EPS by $0.01-$0.02.
About Bruker Corporation (NASDAQ: BRKR)
Bruker is enabling scientists to make breakthrough 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 our customers, Bruker is enabling innovation, improved productivity and customer success in life science molecular research, in applied and pharma applications, in microscopy and nanoanalysis, and in industrial applications, as well as in cell biology, preclinical imaging, clinical phenomics and proteomics research and clinical microbiology.
About Hain Lifesciences GmbH
Hain Lifescience GmbH is based in Nehren, Germany and has subsidiaries in several European and African countries, as well as a global distribution network. Hain Lifescience is a developer, manufacturer and distributor of molecular diagnostics (MDx) solutions, with an infectious disease focus on virology and microbiology. Hain is a specialist in sample preparation and diagnostic measurement instrumentation, software, consumables and assays for the fast and reliable detection of dangerous pathogens or hereditary diseases. Hain's MDx solutions are suitable for small or medium-sized laboratories, and Hain also offers high-throughput solutions for central or reference laboratories. When developing new solutions, Hain collaborates with diagnostics partners globally to identify new customer needs at an early stage and to incorporate them into new Hain products. Hain's molecular solutions allow infectious disease laboratories to perform reliable and safe diagnostics in order to improve patients' health, and to help avoid the spread of infections and drug resistances. For more information, please visit: www.hain-lifescience.com
Use of Non-GAAP Financial Measures by Bruker Corporation
This press release includes a reference to the expected accretive impact of the proposed transaction to Bruker's 2019 non-GAAP EPS, which is based on projections for the acquired business in fiscal 2019, excluding certain costs defined below. This forward-looking financial measure is not presented in accordance with generally accepted accounting principles ("GAAP") and is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure that would be presented in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. This forward-looking non-GAAP financial measure is intended to provide additional information to investors regarding Bruker's current expectations surrounding the proposed Hain Lifescience GmbH acquisition. Non-GAAP EPS excludes certain acquisition and integration-related expenses, purchase accounting measurement period adjustments and amortization of acquired intangible assets. Bruker does not provide GAAP financial measures or corresponding reconciliations to such GAAP financial measures on a forward-looking basis because we are unable to predict with reasonable certainty and without unreasonable effort items such as the timing and amount of future acquisition and integration-related charges, purchase accounting measurement period adjustments and amortization of the acquired intangible assets. The timing and amount of these reconciling items are uncertain, depend on various factors outside our management's control and could significantly impact, either individually or in the aggregate, our future EPS calculated and presented in accordance with GAAP.
Forward Looking Statements for Bruker Corporation
Any statements contained in this press release related to Bruker, Hain Lifescience GmbH and the acquisition of Hain Lifescience GmbH by Bruker which do not describe historical facts may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by qualifiers such as "expect," "anticipate," "will," and similar expressions. Any forward-looking statements contained in this press release are based on Bruker's current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated. Forward-looking statements in this communication include, among other things, statements about the potential benefits of the transaction, Bruker's plans, objectives, expectations and intentions, and the financial condition, results of operations and business of Bruker following the completion of the proposed transaction. Risks and uncertainties include, among other things, risks and uncertainties relating to the consummation of the proposed acquisition on the proposed terms and schedule; Bruker's financial and operational performance following the completion of the proposed transaction; Bruker's ability to successfully integrate the business and realize the strategic and other benefits of the acquisition; the timing of when the acquisition will be accretive to earnings; and other risk factors identified and described in Bruker's filings with the Securities and Exchange Commission, including, without limitation, Bruker's annual report on Form 10-K for the year ended December 31, 2017 and subsequently filed Quarterly Reports on Form 10-Q. Bruker expressly disclaims any intent or obligation to update these forward-looking statements other than as required by law.