GE Healthcare Begins Tender Offer to Acquire Clarient, Inc.
Chalfont St Giles, UK, – 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.
About GE Healthcare
GE Healthcare provides transformational medical technologies and services that are shaping a new age of patient care. Our broad expertise in medical imaging and information technologies, medical diagnostics, patient monitoring systems, drug discovery, biopharmaceutical manufacturing technologies, performance improvement and performance solutions services help our customers to deliver better care to more people around the world at a lower cost. In addition, we partner with healthcare leaders, striving to leverage the global policy change necessary to implement a successful shift to sustainable healthcare systems.
Our “healthymagination” vision for the future invites the world to join us on our journey as we continuously develop innovations focused on reducing costs, increasing access and improving quality and efficiency around the world. Headquartered in the United Kingdom, GE Healthcare is a $16 billion unit of General Electric Company (NYSE: GE). Worldwide, GE Healthcare employs more than 46,000 people committed to serving healthcare professionals and their patients in more than 100 countries. For more information about GE Healthcare, visit our website at www.gehealthcare.com.

