SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) | May 4, 2018 |
VARIAN MEDICAL SYSTEMS, INC. |
(Exact Name of Registrant as Specified in its Charter) |
Delaware | 1-7598 | 94-2359345 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3100 Hansen Way, Palo Alto, CA | 94304-1030 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code | (650) 493-4000 |
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 8.01. | Other Events. |
Varian Medical Systems, Inc. (the “Company”) commented on the press release of Sirtex Medical Limited (“Sirtex”) date May 4, 2018 announcing that Sirtex had received an unsolicited non-binding, indicative and conditional proposal from CDH investments, a China-based asset manager, for the acquisition of all of the issued shares of Sirtex for A$33.60 per share. A copy of the press release is attached as Exhibit 99.1.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 | Press Release dated May 4, 2018 entitled “Varian Notes Receipt of Competing Bid by Sirtex”. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Varian Medical Systems, Inc. | |||
By: | /s/ John W. Kuo | ||
Name: | John W. Kuo | ||
Title: | Senior Vice President, General Counsel and | ||
Corporate Secretary |
Dated: May 4, 2018
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Exhibit 99.1
Investor Relations Contact
J. Michael Bruff
Senior Vice President, Investor Relations
+1 (650) 424-5163
investors@varian.com
Press Contact
Mark Plungy
Director, Public Relations
+1 (650) 424-5630
mark.plungy@varian.com
FOR IMMEDIATE RELEASE
Varian Notes Receipt of Competing Bid by Sirtex
PALO ALTO, Calif. — May 4, 2018 — Varian (NYSE: VAR) today commented on the press release of Sirtex Medical Limited (Sirtex) dated May 4, 2018 announcing that Sirtex had received an unsolicited non-binding, indicative and conditional proposal from CDH Investments, a China-based alternative asset manager, for the acquisition of all of the issued shares in Sirtex (CDH Proposal). The CDH Proposal is subject to a number of conditions following completion of satisfactory confirmatory due diligence, notably the approval of CDH’s Investment Committee and the Australian Foreign Investment Review Board.
In line with their fiduciary duties, the Sirtex board of directors has determined to engage with CDH Investments to further understand the conditions associated with the CDH Proposal. In light of these developments, Sirtex intends to seek an adjournment of the meeting of Sirtex stockholders to approve the Scheme Implementation Deed between Sirtex and Varian (Varian Scheme), which was scheduled to occur on Monday, May 7, 2018 (Sydney time) to a time and date to be determined.
Varian Notes Receipt of Competing Bid by Sirtex
In connection with this, Varian reiterates its belief that the Varian Scheme remains in the best interests of Sirtex and its stockholders.
“The Varian Scheme has been unanimously approved by both boards of directors, has fully committed financing and has received all necessary regulatory approvals. We believe the Varian Scheme offers more value and carries far less risk for Sirtex stockholders,” said Dow Wilson, President and Chief Executive Officer of Varian. “We stand ready to complete the acquisition following the receipt of Sirtex stockholders’ approval and the satisfaction of other closing conditions. We look forward to welcoming our new Sirtex colleagues to Varian.”
Varian also notes that the directors of Sirtex continue to believe that the Varian Scheme is in the best interests of Sirtex shareholders and continue to unanimously support and recommend the Varian Scheme.
About Varian
Varian is a leader in developing and delivering cancer care solutions, and is focused on creating a world without fear of cancer.
Headquartered in Palo Alto, California, Varian employs approximately 6,500 people around the world. For more information, visit
http://www.varian.com and follow @VarianMedSys on Twitter.
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Varian Notes Receipt of Competing Bid by Sirtex
Forward-Looking Statements
Except for historical information, this news release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements concerning industry or market outlook, including growth drivers; the company's future
orders, revenues, or earnings growth or other financial results; and any statements using the terms "could," "believe,"
"expect," "promising," "outlook," "should," "will" or similar statements are
forward-looking statements that involve risks and uncertainties that could cause the company's actual results to differ materially
from those anticipated. Such risks and uncertainties include our ability to close and integrate the Sirtex business; our ability
to achieve expected synergies from acquisitions; global economic conditions and changes to trends for cancer treatment regionally;
currency exchange rates and tax rates; the impact of the Tax Cuts and Jobs Act; 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; demand for and delays in delivery of the company's products; the company's
ability to develop, commercialize and deploy new products; the company's ability to meet Food and Drug Administration (FDA) and
other regulatory requirements, regulations or procedures; changes in regulatory environments; the company's assessment of the goodwill
associated with its particle therapy business, risks associated with the company providing financing for the construction and start-up
operations of particle therapy centers, challenges associated with commercializing the company's particle therapy business; challenges
to public tender awards and the loss of such awards or other orders; the effect of adverse publicity; the company's reliance on
sole or limited-source suppliers; the company's ability to maintain or increase margins; the impact of competitive products and
pricing; the company's assessment of the goodwill associated with its particle therapy business; the potential loss of key distributors
or key personnel; and the other risks listed from time to time in the company's filings with the Securities and Exchange Commission,
which by this reference are incorporated herein. The company assumes no obligation to update or revise the forward-looking statements
in this release because of new information, future events, or otherwise.
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