8-K
filed May 6, 2024, 7:59 PM ET
CIK 0001401708
M&A
confidence high
sentiment negative
materiality 0.90
NS Wind Down Co., Inc.: M&A transaction — NanoString completes asset sale to Bruker for $392.6M; CEO and CFO terminated
NS Wind Down Co., Inc.
- Closed asset sale to Bruker for $392.6M in cash plus assumption of certain liabilities on May 6, 2024.
- CEO R. Bradley Gray and CFO K. Thomas Bailey terminated; CSO Joseph M. Beechem resigns and joins Bruker.
- NanoString generated ~$168M revenue in 2023. Bruker expects dilutive to non-GAAP EPS by $0.15-$0.20 in H2 2024.
- Bruker expects NanoString business near break-even by 2026 with resumed revenue growth and synergies.
- Company cautions equity holders that trading in its securities is highly speculative; recovery unlikely.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
R. Bradley Gray was terminated as CEO and President at NS Wind Down Co., Inc..
- Action
- terminated
- Role
- CEO and President
Exact text from the filing
R. Bradley Gray has been discharged from his duties and terminated as CEO and President of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
K. Thomas Bailey was terminated as Chief Financial Officer at NS Wind Down Co., Inc..
- Action
- terminated
- Role
- Chief Financial Officer
Exact text from the filing
K. Thomas Bailey has been discharged from his duties and terminated as Chief Financial Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph M. Beechem resigned as Chief Scientific Officer and Senior Vice President, Research and Development at NS Wind Down Co., Inc..
- Action
- resigned
- Role
- Chief Scientific Officer and Senior Vice President, Research and Development
Exact text from the filing
Joseph M. Beechem, the Company’s Chief Scientific Officer and Senior Vice President, Research and Development, has accepted an offer of employment from Bruker and in connection therewith has been deemed to have resigned and is discharged from his duties with the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
NS Wind Down Co., Inc. completed an acquisition involving Bruker Corporation for $392,555,000 (closed 2024-05-06).
- Action
- acquisition
- Counterparty
- Bruker Corporation
- Consideration
- $392,555,000
- Closing
- 2024-05-06
Exact text from the filing
Purchase Agreement”) with Bruker Corporation (“Bruker”) to sell substantially all of the assets of the Company and its subsidiaries (the “Business”) for a cash purchase price of $392,555,000 along with Bruker’s assumption of certain liabilities of the Business (including liabilities related to all outstanding intellectual property litigation) (the “Sale Transaction”).
View on SEC.gov
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