Form 8-K VARIAN MEDICAL SYSTEMS For: Jun 14

 

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)

June 14, 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 1.02 Termination of a Material Definitive Agreement

 

On June 14, 2018, Varian Medical Systems, Inc. (the “Company”) received notification from Sirtex Medical Limited (“Sirtex”) that the Sirtex board had determined that a proposal from CDH Investments and China Grand Pharmaceutical and Healthcare Holdings Limited was a Superior Proposal as defined in the Scheme Implementation Deed, dated January 30, 2018, between Sirtex and the Company (the “Varian Scheme”) and that consequently Sirtex had terminated the Varian Scheme. Upon termination of the Varian Scheme, Sirtex is required to pay the Company a reimbursement fee of approximately A$16 million (approximately US$ 12 million).

 

Item 9.01. Financial Statements and Exhibits.

 

	(d)     Exhibits.
	The following exhibit is being furnished, and is not deemed to be filed:

 

99.1

Press Release dated June 14, 2018 entitled “Varian Provides Update on Proposed Sirtex Acquisition”.

  

 

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: June 14, 2018

 

 

Exhibit 99.1

 

Press Contact

 

Mark Plungy

Director, Public Relations

+1 (650) 424-5630
[email protected]

 

Investor Relations Contact

 

J. Michael Bruff

Senior Vice President, Investor Relations

+1 (650) 424-5163
[email protected]

 

FOR IMMEDIATE RELEASE

 

Varian Provides Update on Proposed Sirtex Acquisition

 

PALO ALTO, Calif. — June 14, 2018 — Varian (NYSE: VAR) today announced it received notification from Sirtex Medical Limited (Sirtex) on June 14, 2018 that its board has determined that the proposal from CDH Investments and China Grand Pharmaceutical and Healthcare Holdings Limited (CDH-CGP Proposal) is a Superior Proposal as defined in the Scheme Implementation Deed between Sirtex and Varian (Varian Scheme). Consistent with Varian’s prior announcements, Varian informed Sirtex that Varian will not be providing a counter proposal. Sirtex has consequently terminated the Varian Scheme and confirmed that it is required to pay a Reimbursement Fee of approximately A$16 million to Varian.

 

“Varian is very disciplined in its business development approach and we do not see value beyond the A$28 price per share we offered for Sirtex,” said Dow Wilson, president and chief executive officer of Varian. “While disappointed with this decision, Varian’s long-term strategy has not changed. We remain focused on becoming a global leader in multi-disciplinary, integrated cancer care solutions; expanding the addressable markets that Varian can impact; and growing and creating sustainable value for our company and our shareholders.”

 

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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