GE Healthcare Begins Tender Offer to Acquire Clarient, Inc.
05 Novembre 2010 - 2:10PM
Business Wire
GE Healthcare, a unit of General Electric Company (NYSE:GE)
today will commence a cash tender offer to purchase all outstanding
shares of common and preferred stock of Clarient, Inc.
(NASDAQ:CLRT) through a wholly owned subsidiary of GE, Crane Merger
Sub, Inc. On October 22, 2010, the companies announced a definitive
agreement whereby GE Healthcare agreed to acquire Clarient in a
cash tender offer and subsequent merger for an aggregate cash
purchase price of approximately $570 million, net of cash and
investments as of September 30, 2010.
Upon the successful closing of the tender offer, stockholders of
Clarient will receive $5.00 in cash for each share of Clarient
common stock tendered in the offer and $20.00 in cash for each
share of Clarient Series A Convertible Preferred Stock tendered in
the offer, in each case without interest and less any required
withholding taxes.
Today, GE will file with the Securities and Exchange Commission
(the “SEC”) a tender offer statement on Schedule TO that
provides the terms and conditions of the tender offer, and Clarient
will file a solicitation/recommendation statement on
Schedule 14D-9 that includes the recommendation of Clarient’s
board of directors that Clarient stockholders accept the tender
offer and tender their shares in the offer. As previously
disclosed, the board of directors of Clarient has approved the
transaction unanimously.
The tender offer will expire at midnight New York City time on
December 6, 2010, unless extended in accordance with the merger
agreement and the applicable rules and regulations of the SEC. The
closing of the tender offer is conditioned upon the tender of
shares representing at least a majority of the outstanding shares
of Clarient common stock on a fully diluted basis. As previously
disclosed, stockholders holding shares representing approximately
47% of Clarient’s common stock on a fully diluted basis have
agreed, among other things, to tender all of their shares in the
tender offer. The closing of the tender offer is also conditioned
upon expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act and other
customary closing conditions.
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
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 will commence
today. This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
securities, nor is it a substitute for any of the tender offer
documents referenced below. GE and its indirect, wholly-owned
subsidiary, Crane Merger Sub, Inc., will 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 the 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”.
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