DEFA14A 1 ddefa14a.htm SOLICITING MATERIAL PURSUANT TO SECTION 240.14A-12 Soliciting Material Pursuant to Section 240.14a-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

 

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¨ Definitive Proxy Statement

 

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x Soliciting Material Pursuant to §240.14a-12

 

 

VARIAN, INC.

 

(Name of Registrant as Specified in Its Charter)

 

 

  

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

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Filed by Varian, Inc.

Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

Subject Company: Varian, Inc.

Commission File No.: 000-25393

Works Council Communication

The purpose of this communication is to inform you that Agilent Technologies, Inc. and Varian, Inc. today announced they have signed a definitive agreement for the acquisition of Varian by Agilent. Agilent will pay $52 cash per share of common stock for Varian in a transaction that represents a premium of approximately 35% to our closing price on July 24, 2009. Both Agilent’s and our Board of Directors have unanimously approved this all-cash offer.

The two companies will fit together well in several ways. Agilent and Varian both have a long history of technology leadership and innovation. Varian will bring to Agilent expertise and experience across different but complementary geographies and applications. The combined company will be able to provide customers a more comprehensive set of solutions across a wider range of industries.

The acquisition will broaden Agilent’s applications and solutions offerings in Life Sciences, Environmental, and Energy and Materials. It also will expand Agilent’s product portfolio into atomic and molecular spectroscopy, establishing a leading position in NMR, imaging and vacuum technologies, and strengthening its consumables portfolio. Agilent believes that by adding Varian’s technology and talent, it can become an even more successful leader in our industry.

This transaction is subject to approval by the shareholders of Varian, Inc. and the satisfaction of customary closing conditions as well as other regulatory approvals.

During this transition period, we will implement the appropriate consultative procedures and provide further information for your review and discussion. In the meanwhile, if you have any questions, please direct them to Angus Stewart ([email]), our Human Resources Director – Europe.

Mike Fitzgerald

Vice President, Human Resources

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Additional Information and Where to Find It

Varian, Inc. (“Varian”) plans to file with the Securities and Exchange Commission (the “SEC”) and furnish to its stockholders a proxy statement in connection with the proposed merger with Cobalt Acquisition Corp., pursuant to which Varian would be acquired by Agilent Technologies, Inc. (the “Merger”). The proxy statement will contain important


information about the proposed Merger and related matters. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. Investors and stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by Varian through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the proxy statement from Varian by contacting Investor Relations by telephone at +1 (650) 424-5471, by mail at Varian, Inc., 3120 Hansen Way, Palo Alto, California 94304-1030, Attn: Investor Relations, by e-mail at ir@varianinc.com, or by going to Varian’s Investor Relations page on its corporate web site at www.varianinc.com (click on “Investors”, then on “SEC Filings”).

Varian and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Varian in connection with the proposed Merger. Information regarding the interests of these directors and executive officers in the transaction described herein will be included in the proxy statement described above. Additional information regarding these directors and executive officers is also included in Varian’s proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on December 19, 2008. This document is available free of charge at the SEC’s web site at www.sec.gov, and from Varian by contacting Investor Relations by telephone at +1 (650) 424-5471, by mail at Varian, Inc., 3120 Hansen Way, Palo Alto, California 94304-1030, Attn: Investor Relations, by e-mail at ir@varianinc.com, or by going to Varian’s Investor Relations page on its corporate web site at www.varianinc.com (click on “Investors”, then on “SEC Filings”).

Note on Forward-Looking Statements

This email contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to, the ability of the parties to consummate the proposed Merger, satisfaction of closing conditions precedent to the consummation of the proposed Merger, the ability of Agilent to successfully integrate Varian’s operations and employees, the ability to realize anticipated synergies and cost savings of the proposed Merger, and such other risks as identified in Varian’s Annual Report on Form 10-K for the fiscal year ended October 3, 2008, and Varian’s most recent Quarterly Report on Form 10-Q, each as filed with the SEC, which contain and identify important factors that could cause the actual results to differ materially from those contained in the forward-looking statements. Varian assumes no obligation to update any forward-looking statement contained in this email.