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.