PALO ALTO, Calif., Aug. 2, 2020 /PRNewswire/ -- Varian (NYSE: VAR)
today announced that it has entered into a definitive agreement to
combine with Siemens Healthineers AG (Frankfurt: SHL) in an
all-cash transaction valued at $16.4
billion on a fully diluted basis. Under the terms of the
agreement, which has been unanimously approved by Varian's Board of
Directors, Siemens Healthineers will acquire all outstanding shares
of Varian for $177.50 per share in
cash, representing a premium of approximately 42% to the 30-day
volume weighted average closing price of Varian's common stock as
of July 31, 2020, the last trading
day prior to the announcement of the transaction, and a premium of
approximately 24% to the closing price of Varian's common stock on
July 31, 2020.
The combination will create a multi-disciplinary global
healthcare leader with the most comprehensive cancer care portfolio
in the industry. The combined company will offer an integrated
platform of end-to-end oncology solutions to address the entire
continuum of cancer care, from screening and diagnosis to care
delivery and post-treatment survivorship. By bringing together the
highly complementary diagnostic tools, imaging, radiotherapy and AI
capabilities across both companies, Varian and Siemens Healthineers
will lead the digital transformation of oncology healthcare,
enabling more efficient diagnosis, increased treatment quality and
access, personalized precision cancer care, and improved outcomes
for millions of patients worldwide.
"Today's announcement represents an important milestone in our
company's history, and our Board is confident that this is the
right path forward for Varian," said Dow Wilson, President and
Chief Executive Officer of Varian. "In addition to delivering
immediate and compelling value to our shareholders, the combination
with Siemens Healthineers brings us even closer to realizing our
transformative vision of a world without fear of cancer. Siemens
Healthineers' innovative leadership in detection and diagnosis will
extend our ability to serve clinicians and patients from the very
first stage in the fight against cancer. And, we will be positioned
to transform care for a greater number of patients worldwide."
Wilson continued, "Varian's innovative and patient-centric
culture has enabled us to become an iconic leader in radiotherapy
and multi-disciplinary cancer care, with a trusted global brand and
strong customer loyalty. Siemens Healthineers values our talented
and engaged employees and recognizes the strength of the Varian
brand, our cutting-edge portfolio, and the relationships we've
nurtured. We are thrilled to partner with them to extend our
renowned customer care to reach more patients around the world.
With Siemens Healthineers, we can accelerate our vision,
meaningfully increase our patient care impact and broaden
opportunities for our employees as part of a larger and more
diversified organization."
Dr. Bernd Montag, CEO of Siemens
Healthineers AG said, "With this combination of two leading
companies we make two leaps in one step: A leap in the fight
against cancer and a leap in our overall impact on healthcare. This
decisive moment in the history of our companies means more hope and
less uncertainty for patients, an even stronger partner for our
customers, and for society more effective and efficient medical
care. Together with Varian's outstanding and passionate employees,
we will shape the future of healthcare more than ever before."
The transaction is expected to close in the first half of
calendar year 2021, subject to approval by Varian shareholders,
receipt of regulatory approvals and other customary closing
conditions.
Varian has established strong brand recognition, and expects to
continue to operate under the Varian name as an independent company
within Siemens Healthineers following the completion of the
transaction.
Third Quarter Fiscal Year 2020 Financial Results
In a separate press release issued today, Varian announced
financial results for its third quarter fiscal year 2020.
Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial
advisor to Varian and Wachtell, Lipton, Rosen & Katz is serving
as legal counsel.
About Varian
At Varian, we envision a world without
fear of cancer. For more than 70 years, we have developed, built
and delivered innovative cancer care technologies and solutions for
our clinical partners around the globe to help them treat millions
of patients each year. With an Intelligent Cancer Care approach, we
are harnessing advanced technologies like artificial intelligence,
machine learning and data analytics to enhance cancer treatment and
expand access to care. Our 10,000 employees across 70 locations
keep the patient and our clinical partners at the center of our
thinking as we power new victories in cancer care. Because, for
cancer patients everywhere, their fight is our fight. For more
information, visit http://www.varian.com and follow @VarianMedSys
on Twitter.
Additional Information About the Merger and Where to Find
It
This communication relates to the proposed transaction involving
Varian. This communication is not intended to and does not
constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
In connection with the proposed transaction, Varian will file
relevant materials with the U.S. Securities and Exchange Commission
(the "SEC"), including Varian's proxy statement on Schedule 14A
(the "Proxy Statement"). This communication is not a substitute for
the Proxy Statement or any other document that Varian may file with
the SEC or send to its stockholders in connection with the proposed
transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF
VARIAN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able
to obtain the documents (when available) free of charge at the
SEC's website, www.sec.gov, and Varian's website, www.varian.com.
In addition, the documents (when available) may be obtained free of
charge by directing a request to Investor Relations by email at
investors@varian.com or by calling (650) 424-5631.
Participants in the Solicitation
Varian and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the holders of Varian's common
stock in respect of the proposed transaction. Information about the
directors and executive officers of Varian is set forth in the
definitive proxy statement for Varian's 2020 Annual Meeting of
Stockholders, which was filed with the SEC on December 20, 2019, or its Annual Report on Form
10-K for the year ended September 27,
2019, and in other documents filed by Varian with the SEC.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the Proxy Statement and other relevant materials to be filed with
the SEC in respect of the proposed transaction when they become
available.
Forward-Looking Statements
Except for historical
information, this communication contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Statements concerning Varian's future orders and the
anticipated impact of the COVID-19 pandemic on Varian's business;
and any statements using the terms "could," "believe," "expect,"
"promising," "outlook," "should," "well-positioned," "will" or
similar statements are forward-looking statements that involve
risks and uncertainties that could cause Varian's actual results to
differ materially from those anticipated. Such risks and
uncertainties include: (1) the future impact of the COVID-19
pandemic on Varian's business, including but not limited to, the
impact on its workforce, operations, supply chain, demand for
products and services, and Varian's financial results and
condition; (2) Varian's ability to successfully manage the
challenges associated with the COVID-19 pandemic; (3) Varian's
ability to achieve expected synergies from acquisitions; (3) risks
associated with integrating recent acquisitions; (4) global
economic conditions and changes to trends for cancer treatment
regionally; (5) currency exchange rates and tax rates; (5) the
impact of the Tax Cuts and Jobs Act; (6) the impact of the
Affordable Health Care for America Act (including excise taxes on
medical devices) and any further healthcare reforms (including
changes to Medicare and Medicaid), and/or changes in third-party
reimbursement levels; (7) recent and potential future tariffs or a
global trade war; (8) demand for and delays in delivery of Varian's
products; (9) Varian's ability to develop, commercialize and deploy
new products; (10) Varian's ability to meet Food and Drug
Administration (FDA) and other regulatory requirements, regulations
or procedures; (11) changes in regulatory environments; (12) risks
associated with Varian providing financing for the construction and
start-up operations of particle therapy centers, challenges
associated with commercializing Varian's Proton Solutions business;
(13) challenges to public tender awards and the loss of such awards
or other orders; (14) the effect of adverse publicity; (15)
Varian's reliance on sole or limited-source suppliers; (16)
Varian's ability to maintain or increase margins; (17) the impact
of competitive products and pricing; (18) the potential loss of key
distributors or key personnel; (19) challenges related to entering
into new business lines; (20) the occurrence of any event, change
or other circumstances that could give rise to the termination of
the agreement; (21) the failure to obtain the approval of Varian's
stockholders, the failure to obtain certain required regulatory
approvals or the failure to satisfy any of the other closing
conditions to the completion of the transaction, (22) risks related
to disruption of management's attention from Varian's ongoing
business operations due to the transaction; (23) the effect of the
announcement of the transaction on the ability of Varian to retain
and hire key personnel and maintain relationships with its
customers, suppliers and others with whom it does business, or on
its operating results and business generally; (24) the ability to
meet expectations regarding the timing and completion of the
transaction; and (25) the other risks listed from time to time in
Varian's filings with the SEC. For additional information
concerning factors that could cause actual results and events to
differ materially from those projected herein, please refer to
Varian's Annual Report on Form 10-K for the year ended September 27, 2019 and subsequent Current Reports
on Form 8-K and Quarterly Reports on Form 10-Q filed with the
SEC. Varian assumes no obligation to update or revise the
forward-looking statements in this communication because of new
information, future events, or otherwise.
Varian Contacts
Investor Relations Contact
Anshul Maheshwari
Vice President, Treasury and Investor Relations
+1 (650) 424-5163
investors@varian.com
Press Contact
Eric
Brielmann / Kaitlin Kikalo /
Sophie Throsby
Joele Frank, Wilkinson Brimmer
Katcher
+ 1 (415) 869-3950 / +1 (212) 355-4449
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SOURCE Varian