Item 1.01
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Entry into a Material Definitive Agreement.
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Master Purchase and Sale Agreement
On December 21, 2016, PerkinElmer, Inc. (the Company) entered into a Master Purchase and Sale Agreement (the Agreement) with Varian
Medical Systems, Inc. (the Purchaser), under which the Company agreed to sell to the Purchaser all of the outstanding equity interests in the Companys wholly owned indirect subsidiaries PerkinElmer Medical Holdings, Inc. and Dexela
Limited, together with certain assets of the Company and its direct and indirect subsidiaries relating to the Companys business of designing, manufacturing and marketing flat panel x-ray detectors, and related software, accessories and
ancillary products, to x-ray system manufacturers (the Business), for cash consideration of approximately $276,000,000 and the Purchasers assumption of specified liabilities relating to the Business (collectively, the
Transaction). The Agreement provides that, for a period of three years following the closing of the Transaction, the Company, together with its direct and indirect majority owned subsidiaries, will not engage in a business that is
competitive with the Business as conducted between January 1, 2016 and the closing.
The Agreement contemplates that the Purchaser will finance the
Transaction through a debt financing and that, except as determined otherwise by the Purchaser, the closing will occur no earlier than April 2017. However, the closing of the Transaction is not conditioned upon the receipt of any such financing. The
Transaction is subject to customary closing conditions, including the expiration of specified antitrust waiting periods.
The Agreement contains certain
termination rights of the Company and the Purchaser and provides that under specified circumstances, upon termination of the Agreement, the Purchaser will be required to pay the Company a termination fee of up to $22,080,000.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 2.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
The Agreement has been attached as an exhibit to provide investors and security
holders with information regarding its terms. It is not intended to provide any other factual information about the Company or the Purchaser or any of their respective subsidiaries or affiliates. The representations, warranties and covenants
contained in the Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The
representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations
of the actual state of facts or condition of the Company or the Purchaser or any of their respective subsidiaries or affiliates. In addition, the assertions embodied in the representations and warranties contained in the Agreement are qualified by
information in a
confidential disclosure schedule that the parties have exchanged. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts,
since (i) they were made only as of the date of such agreement or a prior, specified date, (ii) in some cases they are subject to qualifications with respect to materiality, knowledge and/or other matters and (iii) they may be
modified in important part by the underlying disclosure schedule. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be
fully reflected in the Companys or the Purchasers public disclosures.