ALISO VIEJO, Calif.,
Dec. 3, 2010 /PRNewswire-FirstCall/
-- Clarient, Inc. ("Clarient") (Nasdaq: CLRT) announced today the
extension of the current pending offer (the "Offer") by Crane
Merger Sub, Inc. ("Purchaser"), an indirect wholly-owned subsidiary
of General Electric Company ("General Electric") (NYSE: GE) to
acquire all of the outstanding shares of capital stock of the
Company. The extension changes the expiration of the Offer
from midnight, New York City time,
at the end of the day on Monday, December 6,
2010 to midnight, New York
City time, at the end of the day on Thursday, December 16, 2010. The board of
directors of Clarient recommends that Clarient stockholders tender
their shares to the Purchaser in the Offer.
Clarient also filed an amendment to its
Solicitation/Recommendation Statement on Schedule 14D-9 with
the Securities and Exchange Commission. Clarient stockholders are
advised to read the Solicitation/Recommendation Statement and any
amendments thereto because they contain important information about
the Offer. Stockholders may obtain a free copy of these
materials at the SEC's website at www.sec.gov or by calling (949)
474-4300 or by emailing matt@allencaron.com.
The extension of the Offer and the amendment to the
Solicitation/Recommendation Statement were made pursuant to a
Memorandum of Understanding entered into on behalf of Clarient,
General Electric and Purchaser, which outlines the terms of the
parties' agreement in principle to a permanent release of all
claims which were or could have been asserted in the actions
pending in the Delaware Court of
Chancery captioned In re Clarient, Inc. Shareholder
Litigation, C.A. No. 5932-CC and the Superior Court of
California, County of Orange captioned Herbert Silverberg v. Clarient, Inc., Master
File No. 30-2010-00419685-CU-MC-CXC. The terms of the proposed
settlement are subject to approval by the Delaware Court of Chancery.
Goldman, Sachs & Co. is serving as financial advisor, and
Latham & Watkins LLP is serving as legal counsel, to
Clarient.
Additional Information and Where to Find It
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. Purchaser has filed a
Tender Offer Statement on Schedule TO (including amendments thereto
and an offer to purchase, a related letter of transmittal, and
other offer documents) with the U.S. Securities and Exchange
Commission ("SEC"), and Clarient has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 (including
amendments thereto), with respect to the Offer. Clarient
stockholders are urged to read the Tender Offer Statement and
Solicitation/Recommendation Statement (and any amendments thereto)
because they contain important information that Clarient
stockholders should consider before making any decision regarding
tendering their securities. Those materials may be obtained at no
charge by directing a request by mail to Morrow & Co., LLC, 470
West Avenue – 3rd Floor, Stamford,
CT 06902, or by calling toll-free at (800) 279-6413, and may
also be obtained at no charge at the website maintained by the SEC
at www.sec.gov or by directing such requests to (949) 474-4300 or
by emailing matt@allencaron.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® 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.
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 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.