Agilent to Acquire Varian in $1.5 Billion Deal

The combination should prove a good match. The acquisition will make Agilent the world’s largest provider of analytical instruments. In fiscal 2008, Varian and Agilent BAM generated combined sales of $4.3 billion. The acquisition grows Agilent’s share in several instrument markets, including atomic spectrometry, GC, LC, MS and chromatography consumables, as well as adds to its presence in industrial end-markets. Varian’s NMR and MRI businesses will increase Agilent’s instrument opportunities in the life science sector and academic market. The companies’ critical mass enables cost savings and an expanded international presence. In each of the last three quarters, Varian’s sales and earnings have declined (see IBO 1/31/09) due to the economic downturn. (For Varian’s fiscal third-quarter results, see page 12.)

Santa Clara, CA and Palo Alto, CA, 7/27/09—Agilent Technology has signed a definitive agreement to acquire Varian for $1.5 billion, subject to regulatory and Varian shareholder approval. Agilent will pay $52 in cash per share of common stock, a 33% premium over Varian’s July 24 closing price of $39.20. The acquisition will expand Agilent’s products for atomic and molecular spectroscopy and consumables, as well as add NMR, imaging and vacuum technologies to its product portfolio. “While we continue to be a world leader in electronic measurement, our biggest opportunities for future growth are in bio-analytical measurement,” stated Agilent President and CEO Bill Sullivan. Garry Rogerson, chairman and CEO of Varian, commented: “We each bring expertise and experience across a different but complementary set of markets and applications. For instance, while Agilent is a leader in food safety, Varian is well established in the energy industry, and has a broad spectrum of products for environmental analysis.” Agilent estimated that the acquisition will generate $75 million in annual cost synergies and achieve Agilent’s 20% return on invested capital target within four to five years. Adrian Dillon, Agilent’s executive vice president and CFO, will assume responsibility for combining Varian with Agilent Bio-Analytical Measurement (BAM). The transaction is expected to be accretive to Agilent’s earnings on a non-GAAP basis in the first full year following completion. The transaction is expected to close by year end.

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