Clarient Entered Into Private Placement of Up To $50 Million in Convertible Preferred Stock With Oak Investment Partners
2009年3月27日 - 5:15AM
PRニュース・ワイアー (英語)
Proceeds to Retire Safeguard and Comerica Debt Facilities; Support
Robust Growth ALISO VIEJO, Calif., March 26 /PRNewswire-FirstCall/
-- Clarient, Inc., (NASDAQ:CLRT), a premier anatomic pathology and
molecular testing services resource for pathologists, oncologists
and the pharmaceutical industry, announced today that it has
entered into a $50 million convertible preferred stock private
placement with Oak Investment Partners, a multi-stage venture
capital firm with $8.4 billion in committed capital. $40 million of
the preferred stock will be sold in two initial tranches. The
additional $10 million of preferred stock will only be sold upon
further mutual agreement of the parties. The Company received $29.1
million in proceeds from the first tranche today. The proceeds of
this first tranche were used to retire approximately $23.8 million
of Clarient's existing debt obligations, pay transaction expenses,
and provide working capital. It is expected that the second tranche
will close within 60 days. The second tranche proceeds of $10.9
million will be used to retire any remaining debt obligations of
the Company to Safeguard Scientifics, Inc. (NYSE:SFE) and provide
additional working capital to fund the Company's growth. The
purchase price of the preferred stock equates to an effective
purchase price of $1.90 per share of underlying common stock, which
represents an 11% premium to Clarient's closing price of $1.71 on
March 25, 2009. Under the terms of the private placement, Oak may
convert one preferred share into four shares of Clarient common
stock. After one year, the preferred shares convert automatically
into common shares if Clarient's common stock trades above $4.75
per share for 20 days in any 30 consecutive trading-day period.
After four years, Clarient may redeem all unconverted preferred
shares at $7.60 per share, subject to certain adjustments. The
preferred shares do not accrue dividends, and there are no warrants
being issued in this transaction. Clarient's Vice Chairman and
Chief Executive Officer Ron Andrews said, "Our transaction with Oak
is of significant value to shareholders. It will allow the
retirement of most of the Company's outstanding debt, avoid
approximately $11.0 million in interest expense and fees for the
remainder of 2009, provide added resources to fuel growth, and will
move Clarient closer to the goal of sustained profitability at the
net income level. Four years ago, Clarient embarked upon a new
anatomic pathology and molecular testing strategy with no
laboratory revenues, and financing alternatives were few and
expensive. But today, Clarient is in a very different situation. We
are rapidly approaching a $100 million annual revenue run rate and
positive cash flow, which has allowed us to secure more favorable
financial terms, thereby enabling our robust revenue growth to
reach the bottom line." Upon the closing of the first tranche, the
existing $30 million mezzanine debt facility from Safeguard was
amended to reduce the borrowing availability to $10 million. The
balance outstanding under the mezzanine facility, after the
application of $14 million of the first tranche proceeds, is
approximately $5.5 million. It is the Company's plan to retire the
remaining outstanding balance of, and terminate, the mezzanine
facility upon the closing of the second tranche. The mezzanine debt
facility bears an annual interest rate of 14% and would require the
issuance of a substantial number of warrants beginning June 1,
2009, if the facility is not terminated earlier. There is no
penalty for early termination or prepayment of the mezzanine debt
facility. The Company will maintain its $8 million Gemino
Healthcare Finance, LLC secured credit facility. Andrews continued,
"We are pleased to be able to add a prestigious partner such as Oak
to our investor base and believe that their deep expertise in life
sciences and anatomic pathology will benefit our shareholders as we
execute the next phase of our growth strategy. The anticipated
remaining cash available related to this transaction with Oak,
along with availability under our securitized borrowing facility
with Gemino, should provide us with sufficient working capital to
continue the implementation of our growth strategy." Ann H. Lamont,
Managing Partner at Oak, and Andrew W. Adams, Vice President at
Oak, have been nominated to Clarient's nine-member board of
directors, replacing Michael J. Pellini, M.D., Clarient's President
and Chief Operating Officer, and Jon Wampler, both of whom have
agreed to step down from the board to facilitate the transaction.
"Our investment strategy targets healthcare companies that deliver
solutions designed to enhance the quality of care in the healthcare
delivery system," Lamont said. "We view Clarient as a leader in
cancer diagnostics and believe that its deep expertise and strong
relationships with pathologists, oncologists and pharmaceutical
partners enables it to provide better, personalized care to the
patients it serves. We are very excited to partner with Clarient as
we believe it has achieved significant strategic, financial, and
operational accomplishments over the past four years, and think the
Company is extremely well-positioned as it enters the next phase of
its growth strategy." Safeguard Scientifics, Inc. and its
affiliates approved the issuance of the preferred stock as required
under Nasdaq rules. The $10.9 million second tranche is subject to
closing conditions as set forth in the definitive agreements with
Oak, including the filing of an Information Statement describing
the shareholder action with the Securities and Exchange Commission
and the distribution of such Information Statement to Clarient's
shareholders. The initial tranche of the private placement reduces
Safeguard's ownership of Clarient's issued and outstanding voting
securities from approximately 60% to approximately 50% and provides
Oak with an ownership of approximately 17% of Clarient's issued and
outstanding voting securities. Assuming the issuance of the first
two tranches totaling $40 million in convertible preferred stock to
Oak, Safeguard's position will be further reduced to approximately
47% of Clarient's issued and outstanding voting securities, and
Oak's ownership will increase to approximately 21% of Clarient's
issued and outstanding voting securities. With certain exceptions,
the preferred shares will be voted with common shares on an
as-converted basis. RBC Capital Markets acted as exclusive
placement agent in the financing. About Clarient Clarient combines
innovative diagnostic technologies with world class pathology
expertise to assess and characterize cancer. Clarient's mission is
to become the leader in cancer diagnostics by dedicating itself to
collaborative relationships with the healthcare community to
translate cancer discovery and research into better patient care.
The Company's principal customers include pathologists,
oncologists, hospitals and biopharmaceutical companies. The rise of
individualized medicine as the new direction in oncology has
created the need for a centralized resource providing leading
diagnostic technologies, such as flow cytometry and molecular
testing. Clarient is that resource, having created a
state-of-the-art commercial cancer laboratory providing the most
advanced oncology testing and diagnostic services available both
onsite and over the web. The Company is also developing new,
proprietary "companion" diagnostic markers for therapeutics in
breast, prostate, lung and colon cancers, and leukemia/lymphoma.
Clarient is a Safeguard Scientifics, Inc. partner company.
http://www.clarientinc.com/ About Oak Investment Partners Oak
Investment Partners is a multi-stage venture capital firm with a
total of $8.4 billion in committed capital. The primary investment
focus is on high growth opportunities in Healthcare Information and
Services, Information Technology and Software Outsourced Services,
Consumer Internet/New Media, Financial Services Technology, Clean
Energy, Broadband Internet and Wireless Communications, and Retail.
Over a 30-year history, Oak has achieved a strong track record as a
stage-independent investor funding more than 481 companies at key
points in their lifecycles. Oak has been involved in the formation
of companies, funded spinouts of operating divisions and technology
assets, and provided growth equity to mid- and late-stage private
businesses and to public companies through PIPE investments.
Representative Oak healthcare investments include Genzyme
Corporation, Cephalon, ViroPharma, American Esoteric Laboratories,
athenahealth, Psychiatric Solutions, and United BioSource
Corporation. http://www.oakinv.com/ About Safeguard Founded in 1953
and based in Wayne, PA, Safeguard Scientifics, Inc. (NYSE: SFE)
provides growth capital for entrepreneurial and innovative
technology and life sciences companies. Safeguard targets
technology companies in Software as a Service (SaaS) /
Internet-based Businesses, Technology-Enabled Services and Vertical
Software Solutions, and life sciences companies in Molecular and
Point-of-Care Diagnostics, Medical Devices, Regenerative Medicine
and Specialty Pharmaceuticals with capital requirements between $5
million and $50 million. Safeguard participates in expansion
financings, corporate spin-outs, management buyouts,
recapitalizations, industry consolidations and early-stage
financings. http://www.safeguard.com/ About RBC Capital Markets RBC
Capital Markets is the corporate and investment banking arm of
Royal Bank of Canada, the 5th largest bank by assets in North
America. It is active globally in debt and equity origination,
private placements, merger and acquisitions activity, sales and
trading, and structured products. It has one of the most active
healthcare investment banking practices for middle market
companies. In January 2009, Investment Dealers' Digest "IDD\"
awarded RBC Capital Markets the 2008 Middle Market Investment Bank
of the Year award. http://www.rbccm.com/ . Forward Looking
Statements Certain statements herein regarding Clarient, Inc.
contain forward-looking statements that involve risks and
uncertainty. Future events and the Company's actual results could
differ materially from the results reflected in these
forward-looking statements. Factors that might cause such a
difference include, but are not limited to: the Company's ability
to continue to develop and expand its diagnostic services business,
the Company's ability to expand and maintain a successful sales and
marketing organization, the Company's ability to maintain
compliance with financial and other covenants under the Company's
credit facilities, limitations on the Company's ability to borrow
funds under its credit facilities based on the Company's qualified
accounts receivable and other liquidity factors, the Company's
ability to obtain annual renewals of or replacements for its credit
facilities, the effects of a going concern audit opinion on the
Company's operations, the Company's ability to successfully
transition its billing function in-house from a third party vendor,
whether the conditions to payment of all or any portion of the
contingent consideration from the Company's prior sale of its
instrument systems business to Zeiss are satisfied, the Company's
ability to remediate the material weaknesses in the Company's
internal control over financial reporting, the continuation of
favorable third party payer reimbursement for laboratory tests, the
Company's ability to obtain additional financing on acceptable
terms or at all, unanticipated expenses or liabilities or other
adverse events affecting cash flow, uncertainty of success in
identifying and developing new diagnostic tests or novel markers,
the Company's ability to fund development of new diagnostic tests
and novel markers and the amount of resources the Company
determines to apply to novel marker development and
commercialization, failure to obtain FDA clearance or approval for
particular applications, the Company's ability to compete with
other technologies and with emerging competitors in novel cancer
diagnostics and dependence on third parties for collaboration in
developing new tests, and risks detailed from time to time in the
Company's SEC reports, including quarterly reports on Form 10-Q,
reports on Form 8-K and annual reports on Form 10-K. Recent
experience with respect to laboratory services, revenues and
results of operations may not be indicative of future results for
the reasons set forth above. The Company does not assume any
obligation to update any forward-looking statements or other
information contained in this document. Contact: Matt Clawson Allen
& Caron Inc (949) 474-4300 DATASOURCE: Clarient, Inc. CONTACT:
Matt Clawson of Allen & Caron Inc, +1-949-474-4300, , for
Clarient, Inc. Web Site: http://www.clarientinc.com/
Copyright
Clarient, Inc. (MM) (NASDAQ:CLRT)
過去 株価チャート
から 6 2024 まで 7 2024
Clarient, Inc. (MM) (NASDAQ:CLRT)
過去 株価チャート
から 7 2023 まで 7 2024