GE Healthcare has entered into a definitive agreement to acquire Clarient, a developer in the molecular diagnostics sector, in a deal valued at $580 million.
Clarient’s technologies, combined with GE's diagnostic imaging technologies, are expected to accelerate the development of new tools for the diagnosis and characterization of cancer, according to GE.
A subsidiary of GE will commence a tender offer for all outstanding common and preferred shares of Clarient at $5 per common share and $20 per preferred share, in each case payable in cash.
Molecular diagnostics provide information about a patient’s cancer and can help doctors decide on treatment. The increase in the incidence of cancer worldwide, together with advances in specific cancer-focused therapies, is driving significant demand for molecular diagnostics, GE stated.
Clarient, of Aliso Viejo, Calif., provides pathologists and oncologists with access to diagnostic tests for various cancers. The company is focused on developing 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.
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 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.
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 is acting as financial advisor and Latham & Watkins is acting as legal counsel to Clarient on this transaction. JP Morgan is acting as financial advisor and Sidley Austin is acting as legal counsel to GE Healthcare on this transaction.