Recent Updates — VREX

Varex Imaging filed an 8-K providing supplemental disclosures to its definitive proxy statement regarding the proposed acquisition by Teledyne Technologies for $18.90 per share in cash. The filing addresses two complaints and thirteen demand letters from stockholders alleging disclosure deficiencies in the proxy statement related to the merger process, including discussions with other potential bidders like Sponsor A and Sponsor B. To mitigate litigation risks without admitting liability, Varex supplemented information on regulatory approval timelines, specifically noting HSR Act expiration on November 19, 2026, and NSIA review until November 18, 2026. The company also clarified details regarding prior negotiations with other parties and Evercore's financial fairness opinion. Varex Imaging is a designer and manufacturer of x-ray detectors and imaging systems for the medical and industrial sectors.

Varex Imaging Corporation entered into a definitive Agreement and Plan of Merger with Teledyne Technologies Incorporated to be acquired in an all-cash transaction valued at approximately $1.1 billion. Under the terms, Varex shareholders will receive $18.90 per share upon closing, which is expected in early 2027 subject to stockholder approval and regulatory clearances including Hart-Scott-Rodino expiration. The Board unanimously recommended adoption of the agreement. Outstanding equity awards, including options, RSUs, and performance units for named executives Sunny S. Sanyal, Shubham Maheshwari, Andrew J. Hartmann, and Mark S. Jonaitis, will accelerate and convert to cash based on the merger consideration. Varex Imaging Corporation is a leading innovator, designer, and manufacturer of X-ray imaging components such as tubes, digital detectors, and image processing solutions.

Varex Imaging Corporation reported preliminary third-quarter fiscal 2026 results with revenues of $211 million, a 4% year-over-year increase. GAAP diluted net income was $0.37 per share, while non-GAAP diluted net income was $0.31 per share, compared to $0.13 in the prior-year quarter. The company generated $21 million in operating cash flow and holds $99 million in cash and marketable securities. Management noted strong growth in Industrial segments and recovery of tariffs via a $17 million refund from U.S. Customs. Varex has cancelled its earnings conference call due to an announced transaction with Teledyne Technologies Incorporated and will not provide financial guidance for the quarter. Varex Imaging Corporation is a leading innovator, designer, and manufacturer of X-ray imaging components and systems for medical, industrial, and security applications.