Varex Shareholders Approve $1.1 Billion Cash Merger with Teledyne
Key Facts
Varex Imaging’s special shareholder meeting approved the company’s merger agreement with Teledyne Technologies, removing the shareholder-approval condition but not completing the deal. A total of 32,533,124 shares were present or represented by proxy at the meeting, about 77% of the outstanding shares entitled to vote, satisfying the quorum requirement. Varex disclosed the voting results in a Form 8-K filed with the U.S. Securities and Exchange Commission. The company said in its quarterly report that completion was expected in early 2027, subject to satisfaction of the closing conditions. Regulatory approvals, waiting periods and other contractual conditions remain outstanding before ownership can transfer.
Under the agreement Teledyne announced on August 10, the company will acquire all outstanding Varex common shares for $18.90 in cash per share. Teledyne valued the deal at about $1.1 billion, including equity awards and net debt as of April 3, 2026. That means the announced consideration is fixed in cash per share, while the deal remains subject to completion of its conditions. Varex shares closed at $18.45 on October 28, compared with the $18.90-per-share cash consideration. Teledyne shares closed at $665.56 in the same session; both are closing prices for that day, not an announcement of a change in the deal terms.
The voting results also showed approval of the merger-related compensation proposal on a nonbinding advisory basis. A total of 25,087,617 shares voted in favor of the proposal, compared with 7,406,846 shares against it, while 38,661 shares abstained. The proposal concerns merger-related compensation and does not change the announced cash terms of the deal. The company did not put an adjournment proposal to a vote, after a quorum was established and sufficient votes were available to approve the merger agreement. Varex said it will provide the final voting results in a subsequent amendment to its Form 8-K disclosure.
On the regulatory front, the companies filed U.S. Hart-Scott-Rodino Act submissions on September 16. The statutory waiting period is set to expire on November 19 at 11:59 p.m. Eastern Time, unless terminated earlier or extended. The U.K. review notice was also accepted on October 8, and the review period runs through November 18. The deal also requires antitrust clearances or approvals in Austria, China, Germany, Japan, Saudi Arabia and Ukraine. The conditions also include authorization under the U.K. National Security and Investment Act, and the deal cannot be completed before the waiting periods expire and U.K. authorization is obtained.
In addition to regulatory reviews, the agreement requires that no government order, judgment or decree be issued and that no law apply that would prohibit completion of the merger. It also requires the satisfaction of other contractual conditions relating to the parties’ representations and obligations. Teledyne had previously expected the deal to close in early 2027 when it announced the agreement, subject to customary closing conditions, including regulatory approvals and Varex shareholder approval; the latest vote satisfied the shareholder-approval condition. The agreement set May 10, 2027, as the original outside date for completion, with the possibility of an extension to August 10, 2027, in specified circumstances. The remaining reviews and upcoming regulatory deadlines, along with the contractual conditions, are part of the process required before Varex’s ownership can transfer.
Teledyne said the companies’ products are “uniquely complementary with limited overlap,” noting that Varex provides detectors suited to high-radiation environments and advanced photon-counting detectors. The company also makes X-ray tubes used in imaging applications. Teledyne cited product complementarity as a rationale for the deal when it announced it, while completion remains subject to the approvals and conditions set out in the agreement. Near-term milestones include the end of the U.K. review period on November 18, followed by the end of the U.S. waiting period on November 19 at 11:59 p.m. Eastern Time, unless it is terminated or extended. The companies’ announced expected completion date was early 2027.