Navigation Links
Clarient Tender Offer Extended; Clarient Makes Additional Disclosures to Settle Litigation

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 or by calling (949) 474-4300 or by emailing

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 ItThis 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 or by directing such requests to (949) 474-4300 or by emailing

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: Matt Clawson Allen & Caron Inc (949) 474-4300

SOURCE Clarient, Inc.
Copyright©2010 PR Newswire.
All rights reserved

Related biology technology :

1. [video] Ronald Andrews, CEO of Clarient, Inc. Discusses Agreement With University of Pennsylvania School of Medicine on WallSt.nets 3-Minute Press Show
2. Clarient Reports Strong Revenue Increase for Fourth Quarter and Full-Year 2008
3. Clarient Granted Exclusive License to Commercialize Breast Cancer Biomarker by Indiana University Research and Technology Corporation
4. Clarient Completes Second Tranche of Private Placement of Convertible Preferred Stock With Oak Investment Partners
5. Clarient to Present at Noble Financials 5th Annual Equity Conference on Tuesday, June 9th
6. Clarient Reports 2009 Third Quarter; Nine Month Results
7. Clarients Board of Directors Recommends Stockholders Accept General Electrics Cash Tender Offer
8. Microbes, Inc. Extends Warrant Tender Offer
9. GSI Group Accepts Shares in Tender Offer for Excel Technology and Commences Subsequent Offering Period
10. Angiotech Announces Extension of the Expiration Date of its Tender Offer for Senior Floating Rate Notes Due 2013 and 7.75% Senior Subordinated Notes Due 2014
11. Sun Pharmaceutical Extends Tender Offer for Taro
Post Your Comments:
(Date:11/25/2015)... and HOLLISTON, Mass. , ... Inc. (Nasdaq: HART ), a biotechnology company developing ... CEO Jim McGorry will present at the ... 1, 2015 at 2:30 p.m. PT. The presentation will ... for 30 days. Management will also be available at ...
(Date:11/25/2015)... SAN DIEGO , Nov. 25, 2015 ... that management will participate in a fireside chat discussion ... New York . The discussion is ... Time. .  A replay will ... Contact:  Media Contact:McDavid Stilwell  , Julie NormartVP, Corporate ...
(Date:11/24/2015)... HILLS, N.J. (PRWEB) , ... November 24, 2015 , ... ... as the recipient of the 2016 USGA Green Section Award. Presented annually since 1961, ... golf through his or her work with turfgrass. , Clarke, of Iselin, ...
(Date:11/24/2015)... (PRWEB) , ... November 24, 2015 , ... ... maintain healthy metabolism. But unless it is bound to proteins, copper is also ... Health (NIH), researchers at Worcester Polytechnic Institute (WPI) will conduct a systematic study ...
Breaking Biology Technology:
(Date:11/12/2015)... BOSTON , Nov. 12, 2015  A golden ... for Duchenne muscular dystrophy (DMD) has provided a new ... Boston Children,s Hospital, the Broad Institute of MIT and ... Brazil . Cell, ... some dogs "escape" the disease,s effects. The Boston Children,s ...
(Date:11/11/2015)... Nov. 11, 2015   MedNet Solutions , an innovative ... clinical research, is pleased to announce that it will be ... (PCT) event, to be held November 17-19 in ... view live demonstrations of iMedNet , MedNet,s ... iMedNet has been able to deliver time and ...
(Date:11/9/2015)... DUBLIN , Nov. 09, 2015 /PRNewswire/ ... announced the addition of the "Global ... to their offering. --> ... "Global Law Enforcement Biometrics Market 2015-2019" ... Research and Markets ( ) ...
Breaking Biology News(10 mins):