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, entered into an Agreement and Plan of Merger, pursuant to
which, on the terms and subject to the conditions set forth therein, 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.
The completion of the Merger is conditioned, among other things, upon approval
of the Committee on Foreign Investment in the United States with respect to the
Merger ("CFIUS Approval"). On November 23, 2020, Varian received CFIUS Approval.
Varian continues to expect to complete the Merger in the first half of calendar
year 2021, subject to the satisfaction or waiver of the other conditions to
closing.
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 circumstances that could give
rise to the termination of the agreement; (23) 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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