8-KFiled Aug 9, 8:00 PM ET

Varex Imaging Corp Announces Acquisition by Teledyne for $18.90/Share

$VREX · Varex Imaging Corp

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Varex Imaging Corp Announces Acquisition by Teledyne for $18.90/Share

What Happened
Varex Imaging Corporation (VREX) announced on August 10, 2026 that it entered into an Agreement and Plan of Merger with Teledyne Technologies and a Teledyne subsidiary under which Teledyne will acquire Varex. The Varex Board unanimously approved the Merger Agreement and will recommend stockholder approval. At the Effective Time each outstanding Varex share (other than certain excluded shares) will be converted into the right to receive $18.90 in cash. The companies expect the transaction to close in early 2027, subject to Varex stockholder approval, regulatory clearances (including HSR and foreign merger control), and other customary closing conditions.

Key Details

  • Merger consideration: $18.90 cash per common share, without interest, subject to tax withholding.
  • Board and process: Varex Board unanimously approved the Merger Agreement and will submit it for stockholder approval; a proxy statement will be filed (preliminary within 30 days).
  • Timing and conditions: Expected close early 2027; closing requires stockholder and regulatory approvals; Outside Date is May 10, 2027 (extendable to Aug 10, 2027 in certain cases).
  • Equity treatment: Outstanding stock options, RSUs and PSUs will vest/accelerate and be converted to cash based on the $18.90 per-share consideration (with specific acceleration rules for TSR and EBITDA PSUs and pro rata vesting for awards granted after the Merger Agreement).
  • Other items: Varex shares will be delisted from Nasdaq and deregistered after closing; no financing condition for closing (Teledyne expects to use its credit facility); certain termination scenarios trigger a $25.3 million fee payable by Varex.

Why It Matters

  • For Varex shareholders: The deal offers immediate cash value of $18.90 per share but requires stockholder approval and regulatory clearances before closing. If approved and completed, public shareholders will receive cash and the stock will no longer trade publicly.
  • For employees with equity awards: Options, RSUs and PSUs will generally be cashed out at the merger price (with acceleration rules), so holders should review the specific treatment described in the Merger Agreement.
  • Transaction risk factors are standard: regulatory approval, stockholder vote, potential rival bids, and customary closing conditions — any of which could delay, change or prevent the transaction. Investors should read the forthcoming proxy statement for full details.