BROOKS AUTOMATION, INC. (NASDAQ:BRKS) Files An 8-K Entry into a Material Definitive Agreement


BROOKS AUTOMATION, INC. (NASDAQ:BRKS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.

On February 12, 2019, Brooks Automation, Inc. (“Brooks”) entered into Amendment No. 1 to Asset Purchase Agreement (the “Amendment”) with Edwards Vacuum LLC, a Delaware limited liability company (“Purchaser”), and, solely for certain sections, Atlas Copco AB, a Swedish company and ultimate parent entity of the Purchaser, amending the Asset Purchase Agreement, dated August 27, 2018, by and among Brooks, the Purchaser and solely for certain sections thereof, Atlas Copco AB (the “Purchase Agreement”). As previously disclosed, to the Purchase Agreement, among other matters, Brooks has agreed to sell its semiconductor cryogenics business that manufactures, markets, sells, distributes, services and refurbishes cryogenic vacuum pumps (including water pumps), chillers, coolers, compressors, refrigeration systems and spare parts relating to each of the foregoing, known as the “CTI Cryogenics” and the “Polycold” product lines (referred to herein as the “Cryogenics Business”).

The Amendment extends the “End Date” set forth in the Purchase Agreement from April 15, 2019 to August 27, 2019. As previously disclosed, the completion of the sale of the Cryogenics Business is conditioned upon, among other things, certain regulatory approvals, including the approval of the Committee on Foreign Investment in the United States (CFIUS).The Company and the Purchaser expect that the CFIUS process will extend into the second calendar quarter of 2019 and as a result have agreed to extend the End Date as set forth in the Amendment.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith:

EX-2.1 2 brks-20190213ex210934263.htm EX-2.1 brks_20190213_Ex2_1 Exhibit 2.1   AMENDMENT NO. 1 to ASSET PURCHASE AGREEMENT This Amendment No. 1 to Asset Purchase Agreement (this “Amendment”) is made and entered into this 12th day of February,…
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Brooks Automation, Inc. is a provider of automation and cryogenic solutions for various applications and markets. The Company operates through two segments: Brooks Semiconductor Solutions Group and Brooks Life Science Systems. The Brooks Semiconductor Solutions Group segment offers critical automated transport, vacuum and contamination controls solutions and services. Its product offerings include robots and integrated automation systems for handling of substrates. It is also a provider of cryogenic components to create vacuum and thermal stability within critical operating environments in the manufacturing process. It also offers equipment for automated contamination control, conditioning and metrology solutions for wafer and reticle carriers. The Brooks Life Science Systems segment offers sample life cycle management solutions that provide life science and bioscience customers with a range of sample management solutions for scientific research and support drug development.