CHALFONT ST GILES, UK and
ALISO VIEJO, Calif., Oct. 22 /PRNewswire-FirstCall/ -- GE Healthcare,
a unit of General Electric Company (NYSE: GE), and Clarient, Inc.
(Nasdaq: CLRT) announced today that they have entered into a
definitive agreement for GE Healthcare to acquire Clarient, a
leading player in the fast-growing molecular diagnostics sector.
Clarient's technologies, combined with GE Healthcare's
strengths in diagnostic imaging, are expected to accelerate the
development of new integrated tools for the diagnosis and
characterization of cancer. A subsidiary of GE will commence
a tender offer for all outstanding common and preferred shares of
Clarient at $5.00 per common share
and $20.00 per preferred share, in
each case payable in cash.
Molecular diagnostics provide precise information about a
patient's cancer and can help doctors decide on the best treatment.
The rapid increase in the incidence of cancer worldwide,
together with advances in specific cancer-focused therapies, is
driving significant demand for molecular diagnostics. The
global demand for cancer-profiling products and services is
predicted to grow from $15 billion in
2009 to an estimated $47 billion by
2015*. Since 2005, Clarient's revenues have grown at a 68
percent compounded annual growth rate.
John Dineen, President and CEO of
GE Healthcare, said, "GE Healthcare has built a world-class set of
diagnostic, information and life science technologies. We are
experiencing solid growth in the core business this year and we see
that growth continuing into 2011. Adding Clarient's leading
technology to our portfolio will accelerate our expansion into
cancer diagnostics and therapy selection tools, while strongly
enhancing our current diagnostic and life sciences offerings.
We believe we can build a $1
billion-plus business by developing integrated diagnostic
solutions for cancer and other diseases.
"GE and Clarient share a vision that through the integration of
our diagnostic technologies we can help pathologists and
oncologists make more confident clinical decisions, bring
improvements in the quality of patient care and lower the costs of
disease management," Dineen said.
Ron Andrews, CEO and Vice
Chairman of Clarient, said, "The combination of Clarient's people,
technologies and services with the resources, brand value,
technical capabilities and global reach of GE Healthcare is a
tremendous opportunity for the highly talented Clarient team. We
will now have access to the resources we need to accelerate our
development plans. We are proud of the progress we have made
in bringing our molecular diagnostic technologies to market, and
joining with GE Healthcare will allow us to realize our ambitious
plans and actualize our goal of becoming one of the industry's most
relevant companies in the management of cancer."
Clarient provides pathologists and oncologists with access to
key diagnostic tests that shed light on the complex nature of
various cancers. Clarient is focused on developing novel,
proprietary diagnostic markers and tests for the profiling of
breast, prostate, lung, colon and blood-based cancers, to help
clinicians make informed decisions on how best to treat their
patients. Given the increasing importance of more targeted
cancer diagnostics, Clarient is well positioned to bring
differentiated, added-value molecular diagnostic products and
services to market.
Transaction Details
Commenting on the transaction, Andrews added, "We are very
excited about becoming part of the GE Healthcare family, and we
believe that the consideration being paid to Clarient stockholders
appropriately reflects the value that we have built at Clarient.
This is good news for our stockholders, for the healthcare
community, and for patients."
The Board of Directors of Clarient has approved the transaction
and unanimously recommended that Clarient stockholders tender their
shares in the transaction. Stockholders holding
approximately 47 percent of Clarient's current outstanding voting
stock have agreed, among other things, to tender their shares in
the proposed transaction. GE Healthcare will acquire any
Clarient shares not purchased in the tender offer in a second-step
merger at the same price per share paid in the tender offer. The
transaction values Clarient at approximately $580 million, net of cash and investments as of
June 30, 2010.
The transaction is conditioned on the tender and acceptance of
at least a majority of the fully diluted common shares of Clarient
in the tender offer, regulatory approvals and other customary
conditions, and is expected to close in late 2010 or early
2011.
Goldman, Sachs & Co. is acting as financial advisor and
Latham & Watkins LLP is acting as legal counsel to Clarient on
this transaction. JP Morgan is acting as financial advisor
and Sidley Austin LLP is acting as legal counsel to GE Healthcare
on this transaction.
*Source BCC Research "Cancer Profiling and Pathways:
Technologies and Global Markets", September
2010
About GE Healthcare
GE Healthcare provides transformational medical technologies and
services that are shaping a new age of patient care. Our broad
expertise in medical imaging and information technologies, medical
diagnostics, patient monitoring systems, drug discovery,
biopharmaceutical manufacturing technologies, performance
improvement and performance solutions services help our
customers to deliver better care to more people around the
world at a lower cost. In addition, we partner with
healthcare leaders, striving to leverage the global policy
change necessary to implement a successful shift to
sustainable healthcare systems.
Our "healthymagination" vision for the future invites the world
to join us on our journey as we continuously develop
innovations focused on reducing costs, increasing access and
improving quality and efficiency around the world. Headquartered in
the United Kingdom, GE Healthcare
is a $16 billion unit of General
Electric Company (NYSE: GE). Worldwide, GE Healthcare employs more
than 46,000 people committed to serving healthcare professionals
and their patients in more than 100 countries. For more information
about GE Healthcare, visit our website at www.gehealthcare.com.
For our latest news, please visit
http://newsroom.gehealthcare.com
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
Forward Looking Statements
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, 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 and GE'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.
Neither Clarient nor GE assumes any obligation to update any
forward-looking statements or other information contained in this
document.
Important Additional Information
The tender offer described in this press release has not yet
commenced, and this release is neither an offer to purchase nor a
solicitation of an offer to sell securities. At the time the tender
offer is commenced, GE will cause its indirect, wholly-owned
subsidiary, Crane Merger Sub, Inc., to file a tender offer
statement on Schedule TO with the U.S. Securities and Exchange
Commission ("SEC"). Potential investors and Clarient
stockholders are strongly advised to read the tender offer
statement (which will include an offer to purchase, letter of
transmittal and related tender offer documents) and the related
solicitation/recommendation statement on Schedule 14D-9 that will
be filed by Clarient with the SEC because they will contain
important information about the tender offer. These documents
will be available at no charge on the SEC's website at
www.sec.gov. In addition, a copy of the offer to
purchase, letter of transmittal and certain other related tender
offer documents (once they become available) may be obtained free
of charge by directing a request to Crane Merger Sub, Inc. at
GE Healthcare, 9900 W Innovation Drive, Wauwatosa, WI 53226, Attention: "Corporate
Counsel - Business Development". Potential investors
and Clarient stockholders may also read and copy any reports,
statements and other information filed by GE, Crane Merger Sub or
Clarient with the SEC, at the SEC public reference room at 100 F
Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 or visit the
SEC's website for further information on its public reference
room.
Media Contacts:
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GE Healthcare -
Americas
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Aleisia Gibson
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+1 609 865 4004
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aleisia.gibson@ge.com
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GE Healthcare - Rest of
World
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Dr Val Jones
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+44 7917 175 192
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val.jones@ge.com
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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.; GE Healthcare
Copyright . 22 PR Newswire