8-KAcquisitions & DispositionsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Acquisition Completed (May 20, 2010)

Filed May 20, 2010For Securities:A

Summary

Agilent Technologies, Inc. (Agilent) has announced the completion of its acquisition of Varian, Inc. (Varian) through a merger. The transaction, effective May 14, 2010, saw Varian become a wholly owned subsidiary of Agilent. This strategic move involved Agilent's subsidiary, Cobalt Acquisition Corp., merging with Varian. Under the terms of the merger agreement, Varian's common stockholders will receive $52.00 in cash for each share of common stock they held, with provisions for the payout of outstanding restricted stock units, performance shares, and stock options. The total cost for this acquisition is approximately $1.5 billion. Agilent will file the required financial statements and pro forma information related to this acquisition by amendment within 71 days.

Key Highlights

  • 1Agilent Technologies has successfully completed the acquisition of Varian, Inc. for approximately $1.5 billion.
  • 2The acquisition was structured as a merger where Varian became a wholly owned subsidiary of Agilent.
  • 3Varian common stockholders are entitled to receive $52.00 in cash per share.
  • 4Varian's outstanding equity awards (restricted stock units, performance shares, and stock options) will also be settled based on the $52.00 per share value.
  • 5The transaction closed on May 14, 2010.
  • 6Agilent will provide detailed financial statements and pro forma information for the acquired business in a subsequent filing.

Frequently Asked Questions

This Form 8-K filing announces the completion of Agilent Technologies' acquisition of Varian, Inc. It details the terms of the merger, the cash consideration paid to Varian shareholders, and the effective date of the acquisition.

The aggregate purchase price for the acquisition of Varian, Inc. was approximately $1.5 billion.

Varian shareholders will receive $52.00 in cash for each share of Varian common stock they owned at the time of the merger. Varian's unvested equity awards and in-the-money stock options will also be paid out based on this valuation.

Agilent has indicated that the financial statements of the acquired business (Varian) and the pro forma financial information reflecting the combined entities will be filed by amendment within 71 calendar days after this report's filing date.