Varex Imaging shareholders have approved Teledyne Technologies’ acquisition of the medical and industrial imaging equipment maker. The vote clears a key step toward the deal, but the transaction has not closed and still needs regulatory approvals and other closing conditions to be met.
At the October 28 special meeting, shareholders also approved an advisory vote on merger-related compensation for Varex’s named executive officers. The merger vote drew overwhelming support; the compensation vote passed but attracted considerably more opposition.
Key details
- Merger approved: 32,425,422 shares voted for adopting the merger agreement, compared with 30,031 against; 77,671 abstained. The results are preliminary.
- Strong participation: About 32.5 million shares were present or represented by proxy, roughly 77% of the 42.5 million shares eligible to vote.
- Executive compensation vote: Shareholders approved the non-binding proposal on compensation tied to the deal, with 25,087,617 votes for, 7,406,846 against and 38,661 abstentions.
- Adjournment vote not needed: A separate proposal to allow the meeting to be postponed to seek more votes was not put to a vote because a quorum was present and the merger proposal had enough support.
- Closing remains conditional: The transaction still requires regulatory approvals, including U.S. antitrust clearance and applicable foreign merger-control and investment approvals. It also cannot be blocked by a government or court order.
- Other closing conditions remain: Both sides must meet specified contractual obligations and confirm that their representations remain accurate, subject to agreed qualifications. Teledyne’s obligation to close also depends on no defined material adverse effect having occurred at Varex.
If completed, the deal will make Varex a wholly owned subsidiary of Teledyne. The reported vote approves the merger agreement but does not itself complete the acquisition. The final vote count is expected to be reported later.