GE Healthcare, a unit of General Electric Company, is set to commence a cash tender offer to purchase all outstanding shares of common and preferred stock of Clarient through a wholly owned subsidiary, Crane Merger Sub.
On October 22, 2010, the companies have entered into 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 $570m, net of cash and investments as of 30 September 2010.
Upon the successful closing of the tender offer, stockholders of Clarient will receive $5 in cash for each share of Clarient common stock tendered in the offer and $20 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.
GE plans to 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.
The companies said that the tender offer will expire at midnight New York City time on 6 December 2010, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC.