32,426,328 Votes Approve Varex–Teledyne Merger at $18.90 per Share
Key Facts
Varex Imaging shareholders approved the merger agreement with Teledyne Technologies on October 28, 2026, with 32,426,328 shares voting in favor, 30,031 against and 77,671 abstaining, according to the certified final results reported by the company in its filing with the U.S. Securities and Exchange Commission. The vote satisfied the Varex shareholder approval condition, but does not mean the acquisition has closed. Regulatory approvals, waiting periods and other contractual conditions are still required before the deal can close. Teledyne expects to complete it in early 2027, subject to customary closing conditions. The cash consideration is $18.90 per share, while the total deal value is estimated at about $1.1 billion, including outstanding awards and net debt.
At the same meeting, shareholders also approved the merger-related compensation proposal in a nonbinding, advisory vote. The proposal received 25,087,617 votes in favor, compared with 7,406,846 against and 39,567 abstentions. This vote is separate from the vote on the merger agreement: approval of the compensation proposal is advisory and does not replace the deal approval condition. The vote on the agreement itself was the one that satisfied Varex’s shareholder condition. Regulatory steps and other closing conditions remain outstanding following the meeting’s result.
The offer price is a fixed cash amount of $18.90 for each outstanding Varex common share. The company said in its proxy filing that this consideration exceeds its share closing price of $12.41 on August 7, 2026, the last trading day before the agreement was announced. The transaction’s total value is estimated at about $1.1 billion, including outstanding awards and net debt. Teledyne previously said Varex would become a wholly owned subsidiary after the deal closes. The transfer of ownership therefore remains contingent on completing the conditions, despite the shareholder vote being settled.
Upcoming regulatory milestones include the U.S. waiting period under the Hart-Scott-Rodino Act, which Varex’s filing said expires on November 19, 2026, at 11:59 p.m. Eastern Time. The period could end earlier or be extended if additional information is requested. The company also said before publishing the vote result that the U.K. Investment Security Unit review was ongoing through November 18, 2026. Completing the deal requires the relevant competition and foreign investment clearances. Other approvals cited in the filing include antitrust regimes in Austria, China, Germany, Japan, Saudi Arabia and Ukraine, along with U.K. investment clearance.
Varex makes X-ray imaging components, including X-ray tubes, digital detectors and image-processing solutions. These products are used in medical imaging systems and industrial applications, while Teledyne said Varex would be included in its Digital Imaging segment after the deal closes. Teledyne intends to fund the acquisition with available cash and borrowings under its credit facility. In the third quarter of 2026, the company reported net sales of $1.6849 billion, up 9.4% year over year from $1.5395 billion in the corresponding quarter of 2025. These figures provide context for the buyer’s business ahead of the acquisition, while the expected closing date in early 2027 remains subject to completion of the approvals.
Before the agreement, Teledyne reported owning about 1.3 million Varex shares, which it bought for $13.9 million. In the third quarter of 2026, it recorded an accounting gain of $10.6 million after adjusting the value of those shares to their market price at quarter-end, according to its earnings filing. In trading, Teledyne shares closed at $677.46 on October 29, 2026, compared with $665.56 at the previous day’s close, according to EL7 data. The share performance does not change the list of conditions required to close the acquisition. Before the shareholder meeting, Varex said it had learned of two lawsuits filed by purported shareholders and received 13 demand letters alleging omissions or misleading statements in the proxy disclosures. The company said it believes those claims are without merit, while the regulatory approval process continues toward the expected closing date.