PHILADELPHIA, PA — Philadelphia-based digital pathology software company Proscia has agreed to be acquired by Agilent Technologies Inc. (NYSE: A) for up to $270 million, giving the scientific instruments maker a larger position in artificial intelligence-driven medical diagnostics as laboratories and pharmaceutical companies expand their use of digital pathology.
The all-cash agreement includes $240 million payable at closing and up to $30 million in additional payments tied to future performance milestones. The transaction is expected to close early in Agilent’s fiscal 2027, subject to customary closing conditions.
Proscia develops software that allows laboratories, hospitals and pharmaceutical companies to manage digital tissue images, clinical data and diagnostic workflows. Its platform connects slide scanners, laboratory information systems, image-analysis applications and AI tools within a common operating environment.
The company serves more than 4,000 laboratories, hospitals and clinics, along with 16 of the world’s 20 largest pharmaceutical companies. Its trailing 12-month revenue exceeds $18 million, according to Agilent.
The $240 million upfront purchase price represents less than 13.3 times Proscia’s reported trailing annual revenue. The additional contingent payments could bring the total transaction value to $270 million.
The acquisition expands Agilent’s presence in the estimated $5 billion pathology market, combining its existing diagnostic instruments and reagents with Proscia’s software infrastructure.
Proscia’s vendor-agnostic platform, which can integrate equipment and applications from multiple manufacturers, has received U.S. Food and Drug Administration 510(k) clearance for primary diagnosis.
The deal also extends an existing commercial relationship between the companies. Agilent and Proscia entered a multiyear distribution agreement in September 2022 to offer digital diagnostic pathology systems.
Agilent President and Chief Executive Officer Padraig McDonnell described the transaction as a way to connect laboratory data generation with AI-assisted analysis across pharmaceutical research and clinical diagnostics.
“Digital pathology is quickly becoming the foundation for pathology data generation, analysis, and application across biopharmaceutical research, clinical development, and diagnostics,” McDonnell said.
The acquisition follows Agilent’s purchase of Biocare Medical and further expands its pathology business. Proscia’s software is expected to complement Agilent’s companion diagnostics operations, which develop tests used to identify patients who may benefit from particular treatments.
The combination could also strengthen Agilent’s relationships with pharmaceutical companies using digital pathology and AI-based image analysis in drug discovery, biomarker research and clinical development.
For Proscia, the transaction represents a transition from an independent software provider to a business within a larger publicly traded scientific technology company.
“Together, we can accelerate innovation while continuing to provide customers with the flexibility they need across clinical and life-sciences workflows,” Proscia co-founder and CEO David West said.
Proscia was named the 2026 Best in KLAS provider for digital pathology, receiving the highest performance scores across U.S. and European markets, according to the companies.
Agilent expects Proscia’s recurring software revenue to contribute to its long-term growth strategy as demand for digital pathology and AI-enabled laboratory workflows increases.
Following completion, Proscia will operate within Agilent’s Life Sciences and Diagnostics Markets Group.
DLA Piper LLP is advising Agilent on legal matters, while Joele Frank is providing strategic communications advice. Cooley LLP is serving as Proscia’s legal adviser.
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