GE Healthcare, a unit of General Electric Company (NYSE:GE) today announced the expiration of the initial offering period of the previously announced tender offer by GE's wholly owned subsidiary, Crane Merger Sub, Inc., for all outstanding shares of common and preferred stock of Clarient, Inc. (NASDAQ:CLRT) at a price of $5.00 in cash per common share and $20.00 in cash per preferred share.
The depositary for the offer has advised GE Healthcare that 71,162,485 common shares and 5,263,158 preferred shares (which were automatically converted into common shares after the date of tender in accordance with their terms) had been tendered and not withdrawn pursuant to the tender offer, representing approximately 80.2% of the outstanding common shares of Clarient, 100% of the previously outstanding preferred shares of Clarient and approximately 84.0% of the outstanding common and preferred shares of Clarient on an as converted basis. In addition, the depositary has advised GE Healthcare that it has received commitments to tender 11,141,919 additional common shares under the guaranteed delivery procedures described in the offer, representing approximately 12.6% of the outstanding common shares of Clarient. The initial offering period expired at 12:00 midnight, New York City time, on Thursday, December 16, 2010. All shares that were validly tendered have been accepted for payment in accordance with the terms of the offer.
GE Healthcare also announced that it is commencing, through Crane Merger Sub, Inc., a subsequent offering period of its tender offer to acquire all remaining common shares of Clarient. This subsequent offering period will expire at 12:00 midnight, New York City time, on Tuesday, December 21, 2010, unless extended.
Any shares validly tendered during this subsequent offering period will be accepted immediately for payment, and tendering stockholders will thereafter promptly be paid $5.00 in cash for each share of Clarient common stock tendered, without interest and less any required withholding taxes. This is the same amount per common share that was offered and paid in the initial offering period.
The subsequent offering period enables holders of shares of Clarient common stock who did not tender during the initial offering period to participate in the offer and receive the offer price on an expedited basis rather than waiting until the completion of the merger described below. Shares tendered during this subsequent offering period cannot be delivered by the guaranteed delivery procedure and may not be withdrawn. In addition, shares validly tendered during the initial offering period may not be withdrawn during the subsequent offering period.
Following expiration of the subsequent offering period, GE Healthcare intends to complete the acquisition of all remaining shares of Clarient through a "short-form merger" under Delaware law as soon as practicable on or after December 22, 2010. Following the completion of the merger, Clarient's common stock will no longer be listed on the NASDAQ Capital Market.
Experts call for action against weaponization of healthcare