ALISO VIEJO, Calif.,
Nov. 5, 2010 /PRNewswire-FirstCall/
-- Clarient, Inc. (Nasdaq: CLRT) announced today that its board of
directors has unanimously agreed to recommend that Clarient
stockholders tender their shares to General Electric Company (NYSE:
GE) at the previously announced price of $5.00 per share of Clarient's common stock and
$20.00 per share of Clarient's Series
A Convertible Preferred Stock.
The transaction is expected to close during the fourth quarter
of 2010 and is subject to various conditions, including the tender
of at least a majority of the fully diluted shares of Clarient's
common stock and a majority of the outstanding shares of Series A
Convertible Preferred Stock in the tender offer and the expiration
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act. Following completion of the tender offer, General
Electric will acquire all remaining shares of Clarient's common
stock and Series A Convertible Preferred Stock through a second
step merger at the same price per share paid in the tender offer
(without interest and subject to applicable withholding taxes).
In consultation with its financial and legal advisors, Clarient
has filed a solicitation/recommendation statement on
Schedule 14D-9 with the Securities and Exchange Commission.
Stockholders of Clarient are advised to read Clarient's
Schedule 14D-9 statement because it contains important
information. Stockholders may obtain a free copy of the statement
at the SEC's website at www.sec.gov. Stockholders may also obtain,
without charge, a copy of the statement from Clarient by calling
949-474-4300 or by emailing matt@allencaron.com.
Goldman, Sachs & Co. is serving as financial advisor, and
Latham & Watkins LLP is serving as legal counsel, to
Clarient.
About Clarient
Clarient combines innovative diagnostic technologies with world
class pathology expertise to assess and characterize cancer.
Clarient's mission is to become the leader in cancer diagnostics by
dedicating itself to collaborative relationships with the
healthcare community to translate cancer discovery and research
into better patient care. Clarient's principal customers include
pathologists, oncologists, hospitals, and biopharmaceutical
companies. The rise of individualized medicine as the new direction
in oncology has created the need for a centralized resource
providing leading diagnostic technologies, such as flow cytometry
and molecular testing. Clarient is that resource, having created a
state-of-the-art commercial cancer laboratory providing advanced
oncology testing and diagnostic services. Clarient's customers are
connected to its Internet-based portal, PATHSITE(R) that delivers
high resolution images and critical interpretive reports based on
our diagnostic testing. Clarient also develops and markets new,
proprietary "companion" diagnostic markers for therapeutics in
breast, prostate, lung, ovarian, and colon cancers, and
leukemia/lymphoma.
www.clarientinc.com
Certain statements herein regarding Clarient, Inc. and
General Electric Company and the proposed transaction contain
forward-looking statements that involve risks and uncertainty.
Future events regarding the proposed transaction and both
Clarient's and GE's actual results could differ materially from the
forward-looking statements. Factors that might cause such a
difference include, but are not limited to: delays in completing,
or the failure to complete, the proposed transaction due to a
failure to satisfy closing conditions or other reasons, the
possibility of injunctive relief or other remedies related to the
lawsuits filed in connection with the proposed transaction,
Clarient's ability to continue to develop and expand its diagnostic
services business, uncertainties inherent in Clarient's product
development programs, Clarient's ability to attract and retain
highly qualified managerial, technical, and sales and marketing
personnel, Clarient's ability to maintain compliance with financial
and other covenants under its credit facility, Clarient's ability
to successfully manage its in-house billing and collections
processes, the continuation of favorable third-party payor
reimbursement for laboratory tests, changes in federal payor
regulations or policies, including adjustments to Medicare
reimbursement rates, that may affect coverage and reimbursement for
Clarient's laboratory diagnostics services, Clarient's ability to
obtain additional financing on acceptable terms or at all,
unanticipated expenses or liabilities or other adverse events
affecting cash flow, uncertainty of success in identifying,
developing and commercializing new diagnostic tests or novel
markers including the Mammostrat(R) test, Clarient's ability to
fund development of new diagnostic tests and novel markers, and to
obtain adequate patent protection covering Clarient's use of these
tests and markers including for the Mammostrat(R) test, and the
amount of resources Clarient determines to apply to novel marker
development and commercialization, the risk to Clarient of
infringement claims and the possibility of the need to license
intellectual property from third parties to avoid or settle such
claims, failure to obtain regulatory approvals and clearances
required to conduct clinical trials if/when required and/or to
commercialize Clarient's services and underlying diagnostic
applications, Clarient's ability to compete with other technologies
and with emerging competitors in novel cancer diagnostics and
dependence on third parties for collaboration in developing new
tests, and risks detailed from time to time in Clarient's SEC
reports, including quarterly reports on Form 10-Q, current reports
on Form 8-K, and annual reports on Form 10-K. Recent experience
with respect to laboratory services, net revenues and results of
operations may not be indicative of future results for the reasons
set forth above.
Clarient does not assume any obligation to update any
forward-looking statements or other information contained in this
document.
Investor Contact for
Clarient:
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Matt Clawson
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Allen & Caron
Inc
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(949) 474-4300
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matt@allencaron.com
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SOURCE Clarient, Inc.