8-K/AAcquisitions & DispositionsExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K/A Report, Acquisition Completed (Jul 30, 2010)

Filed July 30, 2010For Securities:A

Summary

This filing is an amendment (8-K/A) to a previous Current Report filed by Agilent Technologies, Inc. The primary purpose of this amendment is to provide the required financial statements and pro forma financial information related to Agilent's acquisition of Varian, Inc. The acquisition was completed on May 14, 2010, for a total purchase price of approximately $1.5 billion in cash. Each Varian common stock shareholder received $52.00 in cash per share, with adjustments for unvested equity awards and stock options. This filing is crucial for investors as it formalizes the financial impact of the Varian acquisition. Investors can now review the historical financial performance of Varian through the incorporated financial statements and understand the potential combined financial picture via the pro forma information. This allows for a more informed assessment of Agilent's expanded business and its future prospects following this significant strategic move.

Key Highlights

  • 1Agilent Technologies, Inc. has filed an amendment (8-K/A) to provide necessary financial disclosures for its acquisition of Varian, Inc.
  • 2The acquisition of Varian, Inc. was completed on May 14, 2010, through a merger transaction.
  • 3The total purchase price for the Varian acquisition was approximately $1.5 billion in cash.
  • 4Varian shareholders received $52.00 in cash per share for their common stock.
  • 5This amendment includes the audited financial statements of Varian for the fiscal year ended October 2, 2009.
  • 6Unaudited financial statements for Varian's second fiscal quarter ended April 2, 2010, are also provided.
  • 7Pro forma financial information for the combined entity for specific periods is included to show the potential financial impact.

Frequently Asked Questions

The main purpose of this amended 8-K filing is to provide the required financial statements and pro forma financial information related to Agilent Technologies' completed acquisition of Varian, Inc. This information was not included in the initial 8-K filing.

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

Each share of Varian common stock outstanding immediately prior to the merger was converted into the right to receive $52.00 in cash, without interest and less any applicable withholding taxes. Varian's unvested restricted stock units, performance shares, and in-the-money stock options were also settled based on this $52 per share value.

The audited financial statements of Varian, Inc. for the fiscal year ended October 2, 2009, are incorporated by reference to Varian's Form 10-K filed on November 25, 2009 (Exhibit 99.1). The unaudited financial statements for the second fiscal quarter ended April 2, 2010, are incorporated by reference to Varian's Form 10-Q filed on May 12, 2010 (Exhibit 99.2).