Clarient Completes Second Tranche of Private Placement of Convertible Preferred Stock...

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Mon May 18, 2009 9:01am EDT

Clarient Completes Second Tranche of Private Placement of Convertible
Preferred Stock With Oak Investment Partners

$40 Million in Total Proceeds Retire Safeguard Mezzanine Debt Facility;
Support Profitable Growth

ALISO VIEJO, Calif., May 18 /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 completed the second tranche of a private placement of convertible
preferred stock with Oak Investment Partners, a multi-stage venture capital
firm based in Westport, CT.  The second tranche for approximately $10.9
million, combined with $29.1 million in proceeds from the first tranche that
closed March 26, 2009, will retire $31 million in Clarient borrowings and
bolster working capital.

"As we stated in the initial financing announcement, this transaction
strengthens Clarient's financials, streamlining our balance sheet and moving
us tangibly closer to our goal of sustainable profitability," said Ron
Andrews, Vice Chairman and Chief Executive Officer.  "Oak is an excellent
strategic partner with deep expertise in life sciences that will help Clarient
continue its robust growth and expand our share of the dynamic
cancer-diagnostic services market."

Clarient intends to retire a $10 million mezzanine debt facility from
Safeguard Delaware, Inc., a wholly owned subsidiary of Safeguard Scientifics,
Inc. (NYSE: SFE), a provider of growth capital for entrepreneurial and
innovative technology and life sciences companies based in Wayne, PA. The
mezzanine debt would have matured February 28, 2010.  In addition, the
facility carries an annual interest rate of 14% and would have required the
issuance of a substantial number of warrants beginning June 1, 2009, if it
were not terminated before that date.

"This transaction has the added benefit of reducing interest expense, fees and
amortization expense by $12 million for the remainder of 2009 which greatly
enhances Clarient's potential for net earnings by year end," Andrews
concluded.

The purchase price of the Clarient Series A convertible preferred stock was
$7.60 per share, which equates to an effective purchase price of $1.90 per
share of underlying common stock or approximately market price at the date the
financing was agreed upon.  Under terms of the private placement, Oak may
convert at any time one convertible preferred share into four shares of
Clarient common stock.  After one year, preferred shares, which do not accrue
dividends, convert automatically into common shares if Clarient shares trade
above $4.75 per share for 20 days of a 30 consecutive trading-day period. 
After four years, Clarient may redeem any unconverted preferred shares at
$7.60 per share plus any undeclared but unpaid dividends.

Upon mutual agreement after the closing of the second tranche, Oak may
purchase up to an additional $10 million of Clarient preferred shares,
providing the company access to capital for strategic opportunities that would
accelerate the company's growth.

The private placement gives Oak effective control of approximately 21% of
Clarient's outstanding shares and reduces Safeguard's position to
approximately 47% from nearly 62% at December 31, 2008.  With certain
exceptions, preferred shares will be voted with common shares on an
as-converted basis.  Safeguard first took an ownership stake in Clarient in
1996, increasing its position over time.

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. 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. www.oakinv.com

About Safeguard Scientifics
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
Internet/New Media, Financial Services IT and Healthcare IT, and life sciences
companies in Molecular and Point-of-Care Diagnostics, Medical Devices,
Regenerative Medicine and Specialty Pharmaceuticals with capital requirements
of up to $25 million. Safeguard participates in expansion financings,
corporate spin-outs, management buyouts, recapitalizations, industry
consolidations and early-stage financings. www.safeguard.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
    949.474.4300
    matt@allencaron.com




SOURCE  Clarient, Inc.

Matt Clawson, +1-949-474-4300, matt@allencaron.com, for Clarient, Inc.
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