Nov. 2, 2015—NeoGenomics has reached an agreement to acquire Clarient and its wholly-owned subsidiary Clarient Diagnostic Services, which provides cancer diagnostic testing to hospitals, physicians, and the pharmaceutical industry. Clarient, a unit of GE Healthcare’s Life Sciences business, is based in Aliso Viejo, Calif., and Houston, and has about 415 employees. Clarient had 2014 revenue of $127 million.
NeoGenomics said the acquisition will help the company broaden its offering of cancer diagnostic tests to hospitals and physicians across the country and accelerate its growth in the worldwide market for pharmaceutical clinical trials and research. The complementary product offerings and expanded geographical reach of the combined companies are expected to provide customers with substantial benefits and create a larger, more diversified provider of precision oncology diagnostics, said a NeoGenomics statement.
Clarient’s pathology services and capabilities in the analysis of solid tumor cancers of the breast, colon, and lung are seen as complementary to NeoGenomics’ molecular testing services and expertise in testing for hematologic cancers.
The transaction purchase price includes $80 million in cash, $110 million in preferred stock, and 15 million shares of NeoGenomics common stock, subject to customary adjustments for working capital at close. The transaction is subject to approval by the relevant antitrust authorities and NeoGenomics’ shareholders and is anticipated to close in the fourth quarter of 2015. On a fully diluted basis, assuming full conversion of the preferred stock, GE Healthcare will beneficially own about 32 percent of NeoGenomics. As part of the transaction, the NeoGenomics board of directors will be expanded with the appointment of a new director from GE Healthcare. In addition, NeoGenomics and GE Healthcare have agreed to collaborate on a new bioinformatics initiative that combines their shared interest in precision oncology.