Business Context and Reporting Period
This Form 8-K was filed by Brooks Automation, Inc. on July 5, 2017. The report details the entry into a Material Definitive Agreement on the same date. The company is incorporated in Delaware and operates from Chelmsford, MA.
Key Financial Metrics
The filing discloses a specific transaction value but does not provide broader financial statements such as revenue, profit, cash flow, margins, or debt levels for the reporting period.
- Transaction Type: Asset Purchase Agreement.
- Target Business: Regulatory-compliant storage, transport, management, and cold chain logistics of biological materials at any temperature.
- Counterparties: Pacific Bio-Material Management, Inc. (PBMMI), Novare, LLC, and Michael Lebbin.
- Purchase Price: $33,000,000 in cash.
- Adjustments: The purchase price is subject to a customary adjustment based on the working capital of the business as of the closing date.
Material Changes
The primary material change is the acquisition of substantially all assets related to the biological materials logistics business described above. This represents a strategic expansion into cold chain logistics. No comparative financial data or prior period metrics are provided in this specific filing to quantify changes in revenue or profitability.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future outlook, or specific risk factors beyond the standard legal disclaimer that the description of the agreement is not complete and is subject to the full text of the Asset Purchase Agreement (Exhibit 2.1). No unusual items or contingencies are explicitly detailed in the summary text.
Investor Verification Checklist
- Verify the final purchase price after the working capital adjustment is calculated.
- Review the full Asset Purchase Agreement (Exhibit 2.1) for specific covenants, representations, and warranties.
- Confirm the integration timeline and expected synergies of the acquired cold chain logistics business.
- Check subsequent filings for the impact of this acquisition on Brooks Automation's consolidated financial statements.