Item 8.01. OTHER EVENTS.




As previously announced, on August 2, 2020, Varian Medical Systems, Inc., a
Delaware corporation ("Varian"), Siemens Healthineers Holding I GmbH, a company
organized under the laws of Germany ("Parent"), Falcon Sub Inc., a Delaware
corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub"), and,
with respect to certain provisions, Siemens Medical Solutions USA, Inc., a
Delaware corporation (the "Guarantor"), entered into an Agreement and Plan of
Merger (the "Merger Agreement"), pursuant to which, among other things, Merger
Sub will be merged with and into Varian (the "Merger"), with Varian surviving
the Merger as a wholly owned subsidiary of Parent. In connection with the Merger
Agreement, on September 14, 2020, Varian filed a definitive proxy statement (the
"Proxy Statement") with the U.S. Securities and Exchange Commission (the "SEC").

As previously disclosed in the Proxy Statement, as of September 11, 2020, three
lawsuits (collectively, the "Actions"), including two purported class action
lawsuits, have been filed by purported Varian stockholders in connection with
the Merger. On August 31, 2020, a purported Varian stockholder filed a lawsuit
against Varian and the members of Varian's board of directors alleging that the
Proxy Statement contained alleged material misstatements and/or omissions in
violation of federal law. The lawsuit is captioned Stein v. Varian Medical
Systems, Inc., et al., Case 3:20-cv-6140 and is pending in the United States
District Court for the Northern District of California. On September 3, 2020,
two purported class action lawsuits were filed against the same defendants by
purported Varian stockholders asserting similar claims: Kent v. Varian Medical
Systems, Inc., et al., Case 1:20-cv-1178, pending in the United States District
Court for the District of Delaware, and Zimmer v. Varian Medical Systems, Inc.,
et al., Case 4:20-cv-6266, pending in the United States District Court for the
Northern District of California.

The complaints generally allege that the Proxy Statement filed by Varian in
connection with the Merger fails to disclose allegedly material information in
violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and
Rule 14a-9 promulgated thereunder. The alleged omissions relate to (i) certain
financial projections of Varian, and (ii) certain financial analyses of Varian's
financial advisor. Plaintiffs seek, among other things, to enjoin Varian from
consummating the Merger, or in the alternative, rescission of the Merger and/or
compensatory damages.

While Varian believes that no supplemental disclosures are required under
applicable laws, to reduce the costs, risks and uncertainties inherent in
litigation, on October 5, 2020, Varian reached an agreement to resolve the
Actions in exchange for voluntarily making certain disclosures below that
supplement and revise those contained in the Proxy Statement. Plaintiffs in the
Actions have agreed that, following the filing of this 8-K, they will dismiss
the Actions in their entirety, with prejudice as to the named plaintiffs only
and without prejudice to all other members of the putative class. Varian denies
that any of the defendants have committed or assisted others in committing any
violations of law. Nothing in these supplemental disclosures shall be deemed an
admission of the legal necessity or materiality under applicable laws of any of
the supplemental disclosures set forth herein.

The following supplemental disclosures should be read in conjunction with the
Proxy Statement, which should be read in its entirety. To the extent that
information herein differs from or updates information contained in the Proxy
Statement, the information contained herein supersedes the information contained
in the Proxy Statement. All page references are to pages in the Proxy Statement,
and defined terms used but not defined herein have the meanings set forth in the
Proxy Statement. For clarity, new text within restated paragraphs (other than
tables) from the Proxy Statement are highlighted with bold, underlined text.

Supplemental Disclosures

Amending and restating the last paragraph on page 48 as follows:



Illustrative Discounted Cash Flow Analysis. Using the Varian Projections,
Goldman Sachs performed an illustrative discounted cash flow analysis on Varian.
Using discount rates ranging from 8.00% to 9.00%, reflecting estimates of
Varian's weighted average cost of capital, Goldman Sachs discounted to present
value as of July 3, 2020 (i) estimates of unlevered free cash flow for Varian
for the fourth fiscal quarter of 2020 and the fiscal

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years 2021 through 2030 as reflected in the Varian Projections and (ii) a range
of illustrative terminal values for Varian, which were calculated by applying
perpetuity growth rates ranging from 2.25% to 2.75%, to a terminal year estimate
of the free cash flow to be generated by Varian, as reflected in the Varian
Projections (which analysis implied exit terminal year EV / LTM EBITDA multiples
ranging from 10.6x to 13.6x). Goldman Sachs derived such discount rates by
application of the CAPM, which requires certain company-specific inputs,
including the company's target capital structure weightings, the cost of
long-term debt, after-tax yield on permanent excess cash, if any, future
applicable marginal cash tax rate and a beta for the company, as well as certain
financial metrics for the United States financial markets generally. In
addition, stock based compensation expense was treated as a cash expense for
purposes of determining unlevered free cash flow. The range of perpetuity growth
rates was estimated by Goldman Sachs utilizing its professional judgment and
experience, taking into account the Varian Projections and market expectations
regarding long-term real growth of gross domestic product and inflation. Goldman
Sachs derived ranges of illustrative enterprise values for Varian by adding the
ranges of present values it derived above. Goldman Sachs then subtracted an
amount of net debt ranging from $175 to $178 million (per information provided
by the management of Varian) from the range of illustrative enterprise values it
derived for Varian to derive a range of illustrative equity values for Varian.
Goldman Sachs then divided the range of illustrative equity values it derived by
a number of fully diluted outstanding shares of Varian common stock using the
treasury stock method ranging from 92.2 to 92.6 million, to derive a range of
illustrative present values per share of Varian common stock ranging from $153
to $198, rounded to the nearest dollar.

Amending and restating the second paragraph from the bottom of page 49 as follows:



Premia Analysis. Goldman Sachs reviewed and analyzed, using publicly available
information, the acquisition premia for 83 transactions announced since August
2015 involving a public company based in the United States as the target where
the disclosed enterprise values for each transaction was greater than
$10 billion. For the entire period, using publicly available information,
Goldman Sachs calculated the median, 25th percentile and 75th percentile premia
of the price paid in each transaction relative to the target's last undisturbed
closing stock price prior to announcement of the transaction. This analysis
indicated a median premium of 27% across the period. This analysis also
indicated a 25th percentile premium of 17% and a 75th percentile premium of 42%
across the period. Using this analysis, Goldman Sachs applied a reference range
of illustrative premia of 17% to 42% to the undisturbed closing price per share
of Varian common stock of $142.72 as of July 31, 2020 and calculated a range of
implied equity values per share of Varian common stock of $167 to $203, rounded
to the nearest dollar.

Amending and restating the last paragraph on page 52 as follows:



The following table presents the estimated amounts of Adjusted EBIT and
unlevered free cash flow of Varian, respectively, as calculated by Goldman Sachs
using the Varian Projections provided by Varian management for purposes of
Goldman Sachs' financial analyses described in the section entitled "-Opinion of
Varian's Financial Advisor." In addition, Goldman Sachs calculated an estimate
of Varian's LTM EBITDA as of July 3, 2020 of $557 million using the Varian
Projections provided by Varian management for purposes of Goldman Sachs'
financial analyses described in the section entitled "-Opinion of Varian's
Financial Advisor."



                                     Q4 2020E       2021E       2022E       2023E       2024E        2025E        2026E        2027E        2028E        2029E        2030E
Adj. EBIT (Non-GAAP)(1)              $     106      $  434      $  616      $  718      $  884      $ 1,054      $ 1,214      $ 1,391      $ 1,572      $ 1,777      $ 1,973
(-) Taxes                            $     (29 )    $ (100 )    $ (142 )    $ (165 )    $ (203 )    $  (242 )    $  (279 )    $  (320 )    $  (362 )    $  (409 )    $  (454 )
(+) Depreciation and Amortization    $      26      $   88      $   94      $   98      $  105      $   114      $   123      $   131      $   140      $   148      $   156
(-) Capital Expenditures and
Working Capital Usage                $     (40 )    $ (169 )    $ (181 )    $ (174 )    $ (208 )    $  (241 )    $  (267 )    $  (260 )    $  (260 )    $  (240 )    $  (269 )
Unlevered Free Cash Flow             $      64      $  253      $  387      $  477      $  577      $   685      $   791      $   943      $ 1,090      $ 1,277      $ 1,405

(1) Adjusted EBIT (Non-GAAP) is a non-GAAP measure and means our Adjusted

Operating Earnings as further adjusted to exclude amortization (i.e., after

giving effect to amortization expense).

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Additional Information About the Merger and Where to Find It



This communication relates to the proposed transaction involving Varian. This
communication is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. In connection with the
proposed transaction, Varian filed with the U.S. Securities and Exchange
Commission (the "SEC") a definitive proxy statement on Schedule 14A (the "Proxy
Statement") on September 14, 2020. Varian commenced mailing the Proxy Statement
and a proxy card to its stockholders on or about September 14, 2020. Varian has
also filed and will file other materials with the SEC in connection with the
proposed transaction. This communication is not a substitute for the Proxy
Statement or any other document that Varian has filed or may file with the SEC
or send to its stockholders in connection with the proposed transaction. BEFORE
MAKING ANY VOTING DECISION, STOCKHOLDERS OF VARIAN ARE URGED TO READ THE PROXY
STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders are
able to obtain copies of the Proxy Statement and will be able to obtain other
documents (when available) free of charge at the SEC's website, www.sec.gov, and
Varian's website, www.varian.com. In addition, copies of the Proxy Statement and
other documents (when available) may be obtained free of charge by directing a
request to Investor Relations by email at investors@varian.com or by calling
(650) 424-5631.

Participants in the Solicitation



Varian and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the holders of Varian's common stock in
respect of the proposed transaction. Information about the directors and
executive officers of Varian is set forth in the definitive proxy statement for
Varian's 2020 Annual Meeting of Stockholders, which was filed with the SEC on
December 20, 2019, or its Annual Report on Form 10-K for the year ended
September 27, 2019, and in other documents filed by Varian with the SEC. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, are contained in the Proxy Statement and will be contained in other
relevant materials to be filed with the SEC in respect of the proposed
transaction when they become available.

Forward-Looking Statements



Except for historical information, this communication contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Statements concerning Varian's future orders and the anticipated impact of
the COVID-19 pandemic on Varian's business; and any statements using the terms
"could," "believe," "expect," "promising," "outlook," "should,"
"well-positioned," "will" or similar statements are forward-looking statements
that involve risks and uncertainties that could cause Varian's actual results to
differ materially from those anticipated. Such risks and uncertainties include:
(1) the future impact of the COVID-19 pandemic on Varian's business, including
but not limited to, the impact on its workforce, operations, supply chain,
demand for products and services, and Varian's financial results and condition;
(2) Varian's ability to successfully manage the challenges associated with the
COVID-19 pandemic; (3) Varian's ability to achieve expected synergies from
acquisitions; (4) risks associated with integrating recent acquisitions;
(5) global economic conditions and changes to trends for cancer treatment
regionally; (6) currency exchange rates and tax rates; (7) the impact of the Tax
Cuts and Jobs Act; (8) the impact of the Affordable Health Care for America Act
(including excise taxes on medical devices) and any further healthcare reforms
(including changes to Medicare and Medicaid), and/or changes in third-party
reimbursement levels; (9) recent and potential future tariffs or a global trade
war; (10) demand for and delays in delivery of Varian's products; (11) Varian's
ability to develop, commercialize and deploy new products; (12) Varian's ability
to meet Food and Drug Administration (FDA) and other regulatory requirements,
regulations or procedures; (13) changes in regulatory environments; (14) risks
associated with Varian providing financing for the construction and start-up
operations of particle therapy centers, challenges associated with
commercializing Varian's Proton Solutions business; (15) challenges to public
tender awards and the loss of such awards or other orders; (16) the effect of
adverse publicity; (17) Varian's reliance on sole or limited-source suppliers;
(18) Varian's ability to maintain or increase margins; (19) the impact of
competitive products and pricing; (20) the potential loss of key distributors or
key personnel; (21) challenges related to entering into new business lines;
(22) the occurrence of any event, change or other

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circumstances that could give rise to the termination of the agreement; (23) the
failure to obtain the approval of Varian's stockholders, the failure to obtain
certain required regulatory approvals or the failure to satisfy any of the other
closing conditions to the completion of the transaction; (24) risks related to
disruption of management's attention from Varian's ongoing business operations
due to the transaction; (25) the effect of the announcement of the transaction
on the ability of Varian to retain and hire key personnel and maintain
relationships with its customers, suppliers and others with whom it does
business, or on its operating results and business generally; (26) the ability
to meet expectations regarding the timing and completion of the transaction;
(27) risks associated with transaction-related litigation; and (28) the other
risks listed from time to time in Varian's filings with the SEC. For additional
information concerning factors that could cause actual results and events to
differ materially from those projected herein, please refer to Varian's Annual
Report on Form 10-K for the year ended September 27, 2019 and subsequent Current
Reports on Form 8-K and Quarterly Reports on Form 10-Q filed with the SEC.
Varian assumes no obligation to update or revise the forward-looking statements
in this communication because of new information, future events, or otherwise.

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