01—Abstract
Summary
Summary of the 8-K filed August 10, 2026. Cited figures are marked; the original filing is the authoritative source.
On August 10, 2026, Teledyne Technologies Incorporated (TDY) and Varex Imaging Corporation (VREX) announced a definitive merger agreement under which Teledyne will acquire all outstanding Varex common shares for $18.90a per share in cash.
The filing states the aggregate transaction value is approximately $1.1 billionb, taking into account Varex's equity awards and net debt as of April 3, 2026. The transaction was unanimously approved by both companies' Boards of Directors. According to the joint press release, Varex makes X-ray tubes, flat panel and photon counting detectors, and connect and control accessories used in medical diagnostic imaging, non-destructive inspection, security and vehicle inspection, and analysis and measurement applications.
Teledyne's Executive Chairman Robert Mehrabian characterized the products as complementary with minimal overlap, noting Varex provides detectors suited for high-radiation environments such as oncology and advanced photon counting detectors that Teledyne does not offer. Varex's CEO Sunny Sanyal described the deal as providing a substantial premium for Varex shareholders. The transaction is expected to close in early 2027, subject to customary closing conditions including regulatory approvals and Varex stockholder approval.
Varex will file a proxy statement for a special stockholder meeting. The filing is announced under Regulation FD, and the press release is furnished as Exhibit 99.1.
02—Key points
Key Highlights
- Teledyne (NYSE: TDY) agreed to acquire all outstanding common shares of Varex Imaging (NASDAQ: VREX) in an all-cash transaction.
- Offer price is $18.90 per share in cash.
- Aggregate transaction value is approximately $1.1 billion, including Varex's equity awards and net debt as of April 3, 2026.
- The merger agreement was unanimously approved by both companies' Boards of Directors.
- Closing is anticipated in early 2027, subject to regulatory approvals and Varex stockholder approval.
- Teledyne states the businesses serve similar customers with complementary products, including high-radiation oncology detectors and photon counting detectors unique to Varex.
- Advisors: Evercore is exclusive financial advisor to Varex; Latham & Watkins LLP and McGuireWoods LLP are legal counsel to Teledyne.
03—Questions
Frequently Asked Questions
What is the deal and how much will Teledyne pay?
Teledyne will acquire all outstanding common shares of Varex for $18.90 per share in cash. The aggregate value is approximately $1.1 billion, including Varex's equity awards and net debt as of April 3, 2026.
What does Varex do?
Varex designs and manufactures X-ray tubes, digital flat panel and photon counting detectors, high-voltage interconnects, and imaging software for OEMs. Its products serve medical diagnostic imaging, non-destructive inspection, security and vehicle inspection, and analysis and measurement applications.
Why does Teledyne say the deal makes sense?
Teledyne states that while the two companies serve similar customers with related technologies, their products are complementary with minimal overlap. Teledyne cites Varex's detectors for high-radiation environments such as oncology and its photon counting detectors, which Teledyne does not provide, and notes Teledyne does not produce X-ray tubes for radiography, fluoroscopy, or computed tomography.
When is the transaction expected to close and what are the conditions?
The transaction is anticipated to be completed in early 2027. Closing is subject to customary conditions, including regulatory approvals and Varex stockholder approval.
What happens next for Varex stockholders?
Varex will file a proxy statement with the SEC relating to a special meeting of its stockholders to adopt the Merger Agreement. Stockholders are urged to read the proxy statement when it becomes available.
04—Continue