Endpoint: Agilent and Varian

Agilent disclosed few additional details in its August 17 quarterly conference call about its agreement to acquire Varian for $1.5 billion (see IBO 7/31/09, 8/15/09). The $1.5 billion deal includes the purchase of outstanding common stock, cashing out of “in the money” stock options and assumed debt. Varian shareholders will vote on the merger agreement at a special meeting on October 9.

Agilent President and CEO Bill Sullivan stated on the call: “This acquisition is a major step in Agilent’s transformation into a leading Bio-Analytical Measurement company. This is the largest acquisition in Agilent’s history and plays to the strength of both companies. We can build on our complementary technologies, and we each bring expertise and experience across different geographies and applications. We expect that our combined company will be able to provide customers with a more comprehensive set of solutions across a wider range of markets.”

Agilent announced that in fiscal 2010, which begins November 1, 2009, it would start reporting the financial results of the Life Sciences and Chemical Analysis Groups, which make up the Bio-Analytical Measurement Group, separately. Mike McMullen, vice president and general manager of the Chemical Analysis Group, has been promoted to senior vice president of Agilent and president of Chemical Analysis. Nick Roelofs, vice president and general manager of Life Sciences, has been promoted to Agilent senior vice president and president of Life Sciences. Mr. McMullen disclosed at an investor conference on September 9 that the Chemical Analysis and Life Sciences will have separate sales forces.

In connection with the Varian acquisition, Agilent plans to raise $750 million through a registered public offering of senior notes. Also, Agilent reported in its quarterly filing with the SEC that certain Varian shareholders have filed class action suits against Varian, Varian management and Agilent in a California Superior Court in connection with the acquisition, alleging breach of fiduciary duties among other charges. Agilent stated that the claims against it are without merit.

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