Business Context and Reporting Period
Company: Brooks Automation, Inc. (Note: Metadata listed "Azenta, Inc." but the filing text identifies Brooks Automation, Inc.)
Filing Type: Form 8-K Current Report
Date: June 28, 2011
Event: Completion of the sale of assets related to the Company's contract manufacturing business.
Key Financial Metrics and Transaction Details
- Transaction Type: Asset Sale of contract manufacturing business (including equity in Brooks Automation Limited and Brooks Automation (Wuxi) Limited).
- Buyers: Celestica Oregon LLC, 2281302 Ontario Inc., and Celestica, Inc.
- Total Purchase Price: Approximately $79.3 million in cash.
- $78.0 million base purchase price.
- Approximately $1.3 million representing cash balances held by the sold subsidiaries.
- Adjustments: Purchase price subject to post-closing working capital normalizing adjustment.
- Liabilities: Buyers assumed certain liabilities related to the Business.
- Ongoing Arrangements: Commercial supply and license agreements established for ongoing product supply and intellectual property licensing between Brooks and the Buyers.
Material Changes and Pro Forma Information
The filing reports the completion of a previously announced divestiture. The transaction was approved by the Board of Directors on April 18, 2011, following a competitive bidding process.
Pro Forma Financials: Unaudited pro forma condensed consolidated statements of operations for the six months ended March 31, 2011, and the fiscal year ended September 30, 2010, are provided in Exhibit 99.1. These are for illustrative purposes only and do not necessarily indicate future results.
Guidance, Outlook, and Management Commentary
- Updated Guidance: On June 28, 2011, the Company announced updated revenue, net income, and adjusted earnings per share guidance for the fiscal quarter ending June 30, 2011.
- Source: Full details are contained in the press release furnished as Exhibit 99.2.
- Regulatory Note: The guidance information is furnished under Regulation FD and is not deemed "filed" for purposes of Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify the final purchase price after the post-closing working capital adjustment.
- Review the specific terms of the commercial supply and license agreements governing the ongoing relationship with Celestica.
- Examine the updated revenue and earnings guidance for the quarter ending June 30, 2011, in Exhibit 99.2.
- Review the unaudited pro forma financial statements in Exhibit 99.1 to understand the historical impact of the divestiture.
- Confirm the specific liabilities assumed by the Buyers as detailed in the Master Purchase and Sale Agreement (Exhibit 2.1).