Varex Imaging (VREX) Proxy filing summary

Executive summary

• Special Meeting called to vote on a merger agreement for acquisition by Teledyne Technologies via a wholly owned subsidiary, with Varex Imaging becoming a wholly owned subsidiary of Teledyne and ceasing to be publicly traded.

• Shareholders to receive $18.90 per share in cash, representing a significant premium over recent trading prices.

• The Board unanimously recommends voting FOR the merger, the advisory compensation proposal, and the adjournment proposal if needed.

• Evercore Group L.L.C. provided a fairness opinion supporting the financial terms of the merger.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) approval of executive compensation related to the merger (advisory), and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Dissenting shareholders may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The Board conducted a strategic review, considered multiple acquisition proposals, and negotiated with several parties before agreeing to terms with Teledyne.

• The Board may change its recommendation under certain circumstances if a superior proposal arises, subject to negotiation and a termination fee.

• Directors and officers are entitled to indemnification and continued D&O insurance for six years post-merger.