Clarient, Inc has entered into a definitive agreement with Trestle Holdings, Inc. to purchase substantially all of Trestle's assets, including its high speed scanning technology and virtual systems.

The purchase strategically positions Clarient as a leading provider in the anatomical pathology market; integrating image analysis, high speed scanning capabilities and virtual microscopy into one offering.

Complementing Clarient's current proprietary Automated Cellular Image Analysis Systems (ACIS) with Trestle's technology enables Clarient to cover virtually all of the pathology samples needing anatomical laboratory analysis. The assets to be acquired include current product line and inventory, manufacturing capabilities, high speed scanning technology and related intellectual property, said an official release.

"Trestle has a solid reputation for quality and we are extremely excited about this opportunity. Trestle's high-speed scanning technology strongly complements Clarient's comprehensive cancer diagnostic services. This acquisition will provide Clarient with the capacity to provide a virtual pathology network linking Clarient with our customers, regardless of location, and allowing international access to our expert pathologists." Stated Kenneth J. Bloom, M.D., chief medical director of Clarient.

"The expanded suite of products and services resulting from this acquisition helps to solidify Clarient's position as a leader in technology and services for the characterization, assessment, and treatment of cancer," commented Ron Andrews, Clarient's president and chief executive officer. "The significant intellectual property and high speed scanning technology obtained in this deal rounds out our IP portfolio in cellular imaging. It also enables us to accelerate the time to market for next generation products."

The purchase price for Trestle's assets is approximately $3 million in cash, less the amount of liabilities assumed by Clarient at closing, and is subject to certain potential adjustments pursuant to the asset purchase agreement. The consummation of the transaction is subject to the approval of Trestle's stockholders and other customary conditions. The transaction is expected to close in the third quarter or early fourth quarter of 2006.

Clarient also announced that it accepted a commitment letter from Safeguard Scientifics, Inc., its principal stockholder, to provide capital to Clarient as a back-up source to help fund the purchase price to be paid in the Trestle transaction.