CHELMSFORD, Mass., May 10, 2021 /PRNewswire/ -- Brooks
Automation, Inc. ("Brooks") (Nasdaq: BRKS) today announced
its intention to separate its business into two independent, and
publicly-traded companies.
The transaction is intended to be structured as a pro-rata
distribution of shares to Brooks shareholders in a tax-efficient
manner and will establish:
- A pure-play life sciences company with market-leading
sample-based solutions and genomics services. The company will be
renamed before the separation is completed to reflect its
strategic focus. This business
generated revenue of $449 million in the
twelve months ending March 31,
2021.
- A highly innovative automation technology company with
significant expertise in semiconductor manufacturing solutions and
meaningful white space to expand into multi-market automation. The
company will retain the Brooks Automation name, a testament to the
legacy it has built over the years. This business generated
revenue of $553 million for the last twelve months
ending March 31, 2021.
"This is an exciting day for Brooks and represents a critical
milestone in our long-term strategy for the company. Over the past
decade, we have successfully built two strong businesses in life
sciences and automation," said Steve
Schwartz, President and CEO of Brooks. "We are convinced the
separation will better position each of them to extend their
advantages in the markets they serve."
"Today's announcement is the result of a thorough strategic
review conducted by the Board and the management team," said
Joseph R. Martin, Chairman of the
Board of Brooks. "The creation of two independent companies, each
with a distinct focus and a proven business model, is intended to
drive continued momentum in both businesses and deliver shareholder
value."
Current Brooks CEO, Steve
Schwartz will lead the standalone life sciences company;
current Brooks CFO, Lindon
Robertson, will serve as CFO.
The company will be comprised of Brooks' Life
Sciences business.
Following the separation, Dave
Jarzynka, current President of the Semiconductor Solutions
Group business, will be named CEO of the new Brooks Automation;
current Brooks Corporate Controller and Principal Accounting
Officer, Dave Pietrantoni, will be
named CFO. The company will be comprised of Brooks'
Semiconductor Solutions business, which includes the collaborative
robotics and multi-market automation business acquired on
April 29, 2021.
Compelling Strategic Rationale for a Separation
The life sciences and semiconductor businesses operate in
distinct markets, with unique business opportunities and
investment requirements. The Brooks Board and
management believe the separation will result in material benefits to the standalone companies,
including:
- Enhanced strategic and operational focus
- Simplified organizational structures and improved agility
- Distinct and clear financial profiles with compelling
investment cases
- Aligned performance incentives
- Strong balance sheets to support organic and inorganic
investments
Separation Details
The transaction is planned to be a pro rata distribution of
shares to Brooks shareholders in a tax-efficient manner. Brooks is
targeting completion of the separation by the end of calendar year
2021. Completion of the separation is subject to customary market,
regulatory, and other conditions. Further details on the separation
will be included in future filings with the Securities and Exchange
Commission. The separation will not require a shareholder vote.
There can be no assurance regarding the form and timing of the
separation or its completion.
Evercore is serving as financial advisor, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP is serving as legal
advisor to Brooks.
Conference Call and Investor Presentation
Today
The Company will host a conference call and live webcast to
discuss the announcement today, in conjunction with the previously
scheduled Q2 Earnings Call, at 4:30 p.m.
Eastern Time. To participate in the conference call,
please dial 800-913-8744 for domestic callers and +1-212-271-4615
for international callers.
Analysts, investors and members of the media can access the live
webcast via the Brooks website at
https://brooks.investorroom.com/events. A replay will be
available beginning at 8:30 a.m. ET
on May 11, 2021.
About Brooks Automation, Inc.
Brooks (Nasdaq: BRKS) is a leading provider of life science
sample-based solutions and semiconductor manufacturing solutions
worldwide. With over 40 years as a partner to the
semiconductor manufacturing industry, Brooks is a provider of
industry-leading precision vacuum robotics, integrated automation
systems and contamination control solutions to the world's leading
semiconductor chip makers and equipment manufacturers. The
Company's Life Sciences business provides a full suite of reliable
cold-chain sample management solutions and genomic services across
areas such as drug development, clinical research and advanced cell
therapies for the industry's top pharmaceutical, biotech, academic
and healthcare institutions globally. Brooks Life Sciences'
GENEWIZ division is a leading provider of gene sequencing and gene
synthesis services. Brooks is headquartered in
Chelmsford, MA, with operations in
North America, Europe and Asia. For more information,
visit www.brooks.com.
"Safe Harbor Statement" under Section 21E of the Securities
Exchange Act of 1934
Some statements in this release are
forward-looking statements made under Section 21E of the Securities
Exchange Act of 1934. These statements are neither promises nor
guarantees but involve risks and uncertainties, both known and
unknown, that could cause Brooks' financial and business results to
differ materially from our expectations. They are based on the
facts known to management at the time they are made. These
forward-looking statements include but are not limited to
statements about the ability to affect the separation of Brooks'
Life Sciences and Semiconductor Solutions Group businesses and the
projected performance of the standalone companies. Factors that
could cause results to differ from our expectations include the
following: the impact of the COVID-19 global pandemic on the
markets we serve; uncertainties in global political and economic
conditions, and other factors and other risks, including those that
we have described in our filings with the Securities and Exchange
Commission, including but not limited to our Annual Report on Form
10-K, current reports on Form 8-K and our quarterly reports on Form
10-Q.
INVESTOR CONTACTS:
Sara Silverman
Director, Investor Relations
Brooks Automation
978.262.2635
sara.silverman@brooks.com
Sherry Dinsmore
Brooks Automation
978.262.4301
sherry.dinsmore@brooks.com
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SOURCE Brooks Automation