8-KMaterial AgreementsOther EventsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Material Agreement (Jul 27, 2009)

Filed July 27, 2009For Securities:A

Summary

Agilent Technologies, Inc. has announced a significant development in its corporate strategy through an 8-K filing dated July 27, 2009. The company entered into a definitive agreement to acquire Varian, Inc. through a merger. This transaction will see Varian become a wholly-owned subsidiary of Agilent, structured as a merger of Agilent's subsidiary, Cobalt Acquisition Corp., with Varian. The deal is expected to be a cash acquisition, with Varian shareholders to receive $52.00 per share for their common stock, and Varian stock options and awards to be converted into cash payments based on the $52.00 per share value. This strategic move is subject to customary closing conditions, including Varian stockholder approval and regulatory clearances such as the Hart-Scott-Rodino Act and European Commission merger control. The Merger Agreement outlines covenants for both parties, ensuring Varian operates in the ordinary course of business and has committed to recommending the merger to its shareholders. The Boards of Directors of both Agilent and Varian have approved the merger, and key Varian executives and directors have entered into voting agreements to support the transaction. This acquisition represents a major step for Agilent in expanding its business through consolidation.

Key Highlights

  • 1Agilent Technologies, Inc. has entered into a definitive Agreement and Plan of Merger to acquire Varian, Inc.
  • 2The acquisition will be conducted via a cash merger, with Agilent's subsidiary Cobalt Acquisition Corp. merging with Varian.
  • 3Varian shareholders are to receive $52.00 in cash per share of common stock.
  • 4Varian stock options and other stock-based awards will be cancelled and converted into cash payments.
  • 5The transaction is contingent upon Varian shareholder approval and regulatory clearances, including HSR and European Commission approvals.
  • 6Both Agilent and Varian Boards of Directors have approved the merger agreement.
  • 7Key Varian directors and officers have agreed to vote their shares in favor of the merger.

Frequently Asked Questions

The primary purpose of this 8-K filing is to formally announce Agilent Technologies, Inc.'s entry into a definitive agreement to acquire Varian, Inc. It details the terms of the merger agreement, including the consideration to be paid to Varian shareholders and the conditions for closing the transaction.

Varian shareholders will receive $52.00 in cash for each share of Varian common stock they hold. Additionally, outstanding Varian stock options and other stock-based awards will be converted into cash payments based on this $52.00 per share valuation.

The completion of the merger is subject to several key conditions, including the approval of Varian's stockholders, obtaining regulatory clearance under antitrust laws such as the Hart-Scott-Rodino Act and European Commission merger control regulations, and other customary closing conditions.

Yes, the Boards of Directors of both Agilent and Varian have approved the merger agreement. Furthermore, key Varian directors and certain executive officers, who collectively hold less than 1% of Varian's outstanding common stock, have entered into voting agreements to support the merger and vote their shares in favor of its adoption.