Varex Imaging (VREX) Proxy filing summary

Executive summary

• Teledyne Technologies will acquire all outstanding shares of Varex Imaging for $18.90 per share in cash, valuing the transaction at approximately $1.1 billion including equity awards and net debt as of April 3, 2026.

• The merger was unanimously approved by both companies' boards and is expected to close in early 2027, subject to regulatory and shareholder approvals.

• Varex will become a wholly owned subsidiary of Teledyne, and its shares will be delisted from Nasdaq and deregistered under the Exchange Act after closing.

• The transaction is anticipated to provide a substantial premium to Varex shareholders and create complementary product offerings with minimal overlap.

Voting matters and shareholder proposals

• Varex shareholders will vote on the adoption of the Merger Agreement at a special meeting, with approval requiring a majority of outstanding shares.

• A proxy statement will be filed and distributed to shareholders after SEC clearance.

• The company is subject to a “no shop” provision but may consider superior proposals before shareholder approval, subject to a $25.3 million termination fee if the agreement is terminated for such a proposal.

Board of directors and corporate governance

• The Varex board unanimously approved the merger and recommends shareholder approval.

• After the merger, the directors and officers of the Merger Sub will become the initial directors and officers of the surviving corporation.