Business Context and Reporting Period
Company: Varex Imaging Corporation (VREX)
Filing Type: Form 8-K (Current Report)
Date: August 10, 2026
Event: Entry into a Material Definitive Agreement (Agreement and Plan of Merger).
Varex Imaging Corporation has entered into a definitive agreement to be acquired by Teledyne Technologies Incorporated ("Parent"). The transaction involves a merger of a wholly-owned subsidiary of Parent with Varex, resulting in Varex becoming a wholly-owned subsidiary of Teledyne. The Varex Board of Directors unanimously approved the agreement and recommends it to stockholders.
Key Financial Metrics and Transaction Terms
Merger Consideration: $18.90 in cash per share of Varex common stock.
Financing: Parent expects to utilize borrowings under its existing credit facility; no financing condition is attached to the merger.
Termination Fee: $25.3 million payable by Varex to Parent under specific termination scenarios (e.g., Superior Proposal or Intervening Event).
Executive Compensation Impact (Named Executives):
- Sunny S. Sanyal: Aggregate cash payout value of $8,701,676.
- Shubham Maheshwari: Aggregate cash payout value of $2,766,474.
- Andrew J. Hartmann: Aggregate cash payout value of $1,447,905.
- Mark S. Jonaitis: Aggregate cash payout value of $1,447,905.
Financial Performance Data: The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for Varex. This 8-K focuses solely on the terms of the merger agreement.
Material Changes and Transaction Structure
Equity Treatment:
- Common Stock: Converted automatically into the right to receive $18.90 cash per share.
- Stock Options: Accelerate and become fully vested; unexercised options converted to cash equal to the excess of the Merger Consideration over the exercise price. Options with exercise prices $\ge$ $18.90 are cancelled for no consideration.
- RSUs and PSUs: Cancelled and converted to cash equal to the Merger Consideration. Performance Stock Units (PSUs) based on TSR or EBITDA will vest at the greater of actual performance or 100% of target performance if the Effective Time occurs before the performance period ends.
- ESPP: No new offering periods will commence after the period expected to start around August 31, 2026. The plan will be terminated immediately prior to the Effective Time.
Delisting: Varex shares will be delisted from the Nasdaq Global Select Market and deregistered under the Exchange Act promptly after the Effective Time.
Guidance, Outlook, Risks, and Contingencies
Timeline: The transaction is expected to close in early 2027. The "Outside Date" for consummation is May 10, 2027, extendable to August 10, 2027 under certain circumstances.
Closing Conditions:
- Approval by a majority of Varex stockholders.
- Receipt of required regulatory approvals (including HSR Act and foreign merger control laws).
- Absence of any legal restraint preventing the merger.
- No "Material Adverse Effect" on Varex since the agreement date.
Risks and Contingencies:
- Termination: Either party may terminate if the merger is not consummated by the Outside Date, if a restraint is in effect, or if stockholder approval is not obtained.
- Superior Proposal: Varex may negotiate with third parties regarding a "Superior Proposal" prior to stockholder approval, subject to a termination fee of $25.3 million if the agreement is terminated to accept such a proposal.
- Operational Risks: Risks include potential loss of key personnel, diversion of management attention, and adverse reactions from customers or business partners.
Investor Verification Checklist
- Proxy Statement: Verify the definitive proxy statement (expected within 30 days of signing) for detailed financial data, risk factors, and the full text of the Merger Agreement.
- Stockholder Approval: Confirm the date and voting requirements for the Special Meeting of stockholders.
- Regulatory Status: Monitor the status of antitrust reviews (HSR Act) and foreign investment clearances.
- Executive Payouts: Review the specific vesting calculations for executive equity awards in the definitive proxy materials.
- Termination Fee: Note the $25.3 million fee payable by Varex if the deal is terminated due to a Superior Proposal or Intervening Event.