SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2019
BROOKS AUTOMATION, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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0-25434 |
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04-3040660 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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15 Elizabeth Drive, Chelmsford, MA |
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01824 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant's telephone number, including area code: (978) 262-2400
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N/A |
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions :
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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, pursuant 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:
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EXHIBIT NUMBER |
DESCRIPTION |
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2.1 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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/s/ |
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BROOKS AUTOMATION, INC. |
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Date: February 13, 2019 |
/s/ Jason W. Joseph |
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Jason W. Joseph |
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Senior Vice President, General Counsel and Secretary |
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, 2019 and among BROOKS AUTOMATION, INC., a Delaware corporation (“ Seller ”), EDWARDS VACUUM LLC, a Delaware limited liability company (“ Purchaser ”) and ATLAS COPCO AB, a company incorporated under the laws of Sweden (“ Guarantor ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Purchase Agreement (as defined below).
WHEREAS , the parties hereto are parties to that certain Asset Purchase Agreement, dated as of August 27, 2018, by and among Seller, Purchaser and, solely for the purposes of Section 6.9 , Guarantor (such agreement, including all Schedules and Exhibits thereto, the “ Purchase Agreement ”).
WHEREAS , the parties wish to amend the Purchase Agreement, in accordance with Section 12.10 of the Purchase Agreement, as set forth herein.
NOW, THEREFORE , in consideration of the premises, and of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound, the parties agree as follows:
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1. Amendment to the Purchase Agreement . Section 12.2(a)(ii) of the Purchase Agreement is hereby amended and restated in its entirety as follows: |
(ii) by either Purchaser or Seller, if the Closing has not taken place on or before 5:00 p.m. (Eastern time) on August 27, 2019 (the “ End Date ”); provided , however , that neither Purchaser nor Seller shall be permitted to terminate this Agreement pursuant to this Section 12.2(a)(ii) if the failure to consummate the Closing by the End Date results from, or is caused by, a material breach by such Party of any of its representations, warranties, covenants or agreements contained herein.
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2. Miscellaneous |
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(a) Continuing Effect . Nothing in this Amendment shall constitute or be deemed to constitute an amendment of any provision of, or a waiver of the rights of any party under, the Purchase Agreement except as expressly set out in this Amendment. Except as specifically amended by this Amendment, all provisions of the Purchase Agreement shall remain in full force and effect. Upon the execution hereof, this Amendment and the Purchase Agreement shall constitute one agreement. The term “Agreement” as used in the Purchase Agreement shall mean the Purchase Agreement as amended by this Amendment. |
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(b) Miscellaneous Provisions . Article XII of the Purchase Agreement is incorporated by reference mutatis mutandis . |
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(c) Effectiveness . Upon the execution and delivery of this Amendment by each of the parties named on this signature pages hereof, this Amendment shall be deemed to be in full force and effect, and the terms and conditions herein shall be legally binding on each party hereto. |
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[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized signatories as of the date and year first above written.
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BROOKS AUTOMATION, INC. |
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By: |
/s/ Stephen S. Schwartz |
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Name: |
Stephen S. Schwartz |
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Title: |
President and Chief Executive Officer |
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EDWARDS VACUUM LLC |
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By: |
/s/ Scott Balaguer |
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Scott Balaguer, Vice President and General Manager, |
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Semiconductor Division North America |
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ATLAS COPCO AB |
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(only with respect to Section 6.9 of the Purchase Agreement), |
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By: |
/s/ Håkan Osvald |
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Håkan Osvald, Senior Vice President, General Counsel |
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By: |
/s/ Hans Ola Meyer |
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Hans Ola Meyer, Senior Vice President |
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Controlling & Finance and Chief Financial Officer |