Zeiss MicroImaging Buys Instrument Biz for $12.5M

In a move the company said will strengthen its commitment to the growing field of clinical cancer diagnostics and cancer research, microscopy solutions provider Carl Zeiss MicroImaging GmbH has acquired the equipment business of California-based Clarient Inc. for $12.5 million.

Under the agreement, Zeiss MicroImaging bought Clarient's ACIS (automated cellular imaging system) and Trestle instrument systems, business assets and related intellectual property for $11 million in cash, with an additional $1.5 million to be paid if certain post-closing conditions are met.

Clarient said the sale completes its three-year evolution from an equipment sales business to a diagnostic services provider.

The Clarient systems bought by Zeiss MicroImaging save a microscopic image of a tissue section in a digital form. They also support the diagnostic process by automatically quantifying novel markers known as biomarkers -- specific cell components (usually proteins) which are found in increased amounts in the blood if a disease (e.g. cancer) is present. The ACIS III System consists of an automated microscope and a computer with image evaluation software.

"With Clarient's ACIS platform, Carl Zeiss MicroImaging acquires the gold standard for tissue-based cancer diagnostics. This acquisition will complement Zeiss' strong portfolio of microimaging technologies," said Ulrich Simon, Zeiss MicroImaging president and CEO and head of the global microscopy business of Carl Zeiss. "We are delighted that the agreement also contains arrangements for establishing a continued cooperation with Clarient's innovative lab service business in the field of rare event detection."

Clarient retains access to the intellectual property related to the image analysis and application development software. The company also gets a royalty-free cross license for some of the transferred intellectual property to develop new tests and capabilities for its laboratory services, including the ACIS platform, using Zeiss equipment and to support new systems developed by Zeiss.

Also under the deal, Clarient and Zeiss will each invest up to $3 million in cash or other in-kind contributions to pursue strategic joint development arrangements for novel markers and new menu applications for the ACIS product line.

In marketing a clinical version of the system, Carl Zeiss MicroImaging said it is collaborating with the Danish diagnostics company Dako, a manufacturer of reagents for tissue-based cancer diagnosis.

Zeiss MicroImaging said the business will remain in Aliso Viejo near Los Angeles and will be integrated into the clinical microscopy activities which are controlled from Jena.

For more information, visit: www.zeiss.com/micro