Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 15, 2020, Varian Medical Systems, Inc., a Delaware corporation
("Varian") held a special meeting of stockholders (the "Special Meeting") to
consider certain proposals related to the Agreement and Plan of Merger, dated as
of August 2, 2020 (as it may be amended from time to time, the "Merger
Agreement"), by and among the Company, Siemens Healthineers Holding I GmbH
("Siemens Healthineers Holding"), a wholly owned subsidiary of Siemens
Healthineers AG ("Siemens Healthineers Parent"), Falcon Sub Inc., a direct
wholly owned subsidiary of Siemens Healthineers Holding ("Merger Sub") and, with
respect to certain provisions, Siemens Medical Solutions USA, Inc., pursuant to
which Merger Sub will be merged with and into Varian (the "Merger"), with Varian
surviving the merger as a wholly owned subsidiary of Siemens Healthineers
Holding and an indirect wholly owned subsidiary of Siemens Healthineers Parent.
As of September 8, 2020, the record date for the Special Meeting, there were
91,161,341 shares of common stock, par value $1 per share, of Varian ("Common
Stock"), outstanding, each of which was entitled to one vote for each proposal
at the Special Meeting. At the beginning of the Special Meeting, a total of
68,329,138 shares of Common Stock, representing approximately 74.95% of the
outstanding shares issued and outstanding and entitled to vote, were present
virtually or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
(1) the proposal to approve and adopt the Merger Agreement;
(2) the proposal to adjourn the Special Meeting, if necessary or appropriate,
to solicit additional proxies in favor of the proposal to approve and
adopt the Merger Agreement if there are not sufficient votes at the time
of such adjournment to approve and adopt the Merger Agreement; and
(3) the proposal to approve, on a non-binding, advisory basis, certain
compensation that will or may be paid or become payable to Varian's named
executive officers that is based on or otherwise relates to the Merger.
The first and second proposals were approved by the requisite vote of Varian's
stockholders, and the third proposal was not approved by the requisite vote of
Varian's stockholders. The final voting results for each proposal are described
below. For more information on each of these proposals, see Varian's definitive
proxy statement filed with the U.S. Securities and Exchange Commission on
September 14, 2020.
1. Proposal to approve and adopt the Merger Agreement:
For Against Abstain
66,572,983 923,281 858,088
2. Proposal to adjourn the Special Meeting, if necessary or appropriate, to
solicit additional proxies in favor of the proposal to approve and adopt the
Merger Agreement if there are not sufficient votes at the time of such
adjournment to approve and adopt the Merger Agreement:
For Against Abstain
61,558,282 5,916,326 879,744
--------------------------------------------------------------------------------
3. Proposal to approve, on a non-binding, advisory basis, certain compensation
that will or may be paid or become payable to Varian's named executive
officers that is based on or otherwise relates to the Merger:
For Against Abstain
8,657,588 58,663,984 1,032,780
Pursuant to the terms of the Merger Agreement, the completion of the Merger
remains subject to various customary conditions, including the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended; receipt of specified regulatory
approvals; receipt of the approval of the Committee on Foreign Investment in the
United States; the absence of any newly enacted law, injunction or order
prohibiting the Merger; the accuracy of the representations and warranties
contained in the Merger Agreement (generally subject to a material adverse
effect qualification); compliance in all material respects with the covenants
and agreements in the Merger Agreement; and absence of a Company Material
Adverse Effect (as defined in the Merger Agreement) on Varian since the date of
the Merger Agreement that is continuing. As of the date of this report, Varian
continues to expect to complete the Merger in the first half of calendar year
2021.
Item 8.01 Other Events.
On October 15, 2020, Varian issued a press release announcing the preliminary
results of the Special Meeting. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated October 15, 2020.
104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded
within the Inline XBRL document.
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.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses