Varex Imaging (VREX) Proxy filing summary

Executive summary

• Merger agreement provides for Teledyne to acquire the business through a merger, with the surviving entity becoming a wholly owned subsidiary of Teledyne; merger consideration is $18.90 per share in cash.

• Supplemental disclosures were made after two stockholder complaints and 13 demand letters alleged proxy deficiencies; the disclosures do not change the merger consideration or Special Meeting timing.

• The Board said the claims lacked merit and that additional disclosures were not legally required, but made them to reduce potential delay and expense without admitting liability.

Voting matters and shareholder proposals

• Special Meeting scheduled virtually for October 28, 2026, at 4:30 p.m. Mountain Time; stockholders will vote on adoption of the Merger Agreement.

• Board recommends FOR the Merger Agreement, FOR the advisory, non-binding Compensation Proposal, and FOR adjournment if needed to solicit additional votes.

Board of directors and corporate governance

• On August 7, 2026, the Board considered Teledyne’s $18.80-per-share “best and final” offer, deal protections, regulatory terms, and risks of proceeding versus allowing additional time for other parties to bid.

• The Board directed a $19.00-per-share counterproposal and authorized designated directors to approve further compromises, subject to final Board approval of the Merger Agreement.

• Evercore’s analyses indicated per-share values of $15.00–$21.50 under DCF, $11.25–$19.50 from selected public companies, and $13.25–$35.75 from selected transactions.

• Five analysts’ price targets ranged from $12.00 to $22.00; Evercore’s future-price analysis produced ranges of $13.75–$24.50 using management forecasts and $10.75–$19.00 using analyst consensus.