September 25, 2009
According to a U.S. Securities and Exchange Commission ( SEC ) filing Varian Inc. and Agilent Technologies Inc. agreed to settle a class action lawsuit filed on behalf of Varian stockholders that said their merger failed to maximize shareholder value.

Investors sued Varian's directors over breaches of fiduciary duties to shareholders by failing to disclose adequate information about the merger. Defendants agreed to settle to avoid delaying the merger without admitting any liability or wrongdoing. The amount of the settlement was not disclosed in the SEC filing.

July 27, 2009

An investor in Varian, Inc. (Public, NASDAQ:VARI) has filed a proposed securities class action lawsuit in California State Court on behalf of investors that purchased VARI shares before July 27, 2009, over breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price.

The Complaint arises out of the announcement by Varian stating that it had entered into a definitive merger agreement with Agilent Technologies Inc. (NYSE: A). Agilent Technologies Inc. (NYSE:A) and Varian, Inc. (NasdaqGS:VARI) announced on Monday, July 27, 2009 that they have signed a definitive agreement for the acquisition by Agilent Technologies Inc of Varian, Inc. According to Varian “Agilent will pay $52 cash per share of common stock for Varian in a transaction that represents a premium of approximately 35% to Varian’s closing price on July 24, 2009” and “both Agilent’s and Varian’s Board of Directors have unanimously approved the all-cash offer”.The plaintiff alleges that the transaction appears unfair given that Varian shares traded close to $70.00 per share in 2008. In addition, the Varian Board agreed to a no-solicitation provision and a $46 million termination fee that will all but ensure that no superior offer will ever be forthcoming.

Previously announced investigation by law firms said “the transaction appears to be unfair” to current investors of Varian, Inc. (Public, NASDAQ:VARI) because its board of directors “failed to conduct an open and fair auction process for the Company” and the “offer to purchase Varian, Inc for $52 per share appears opportunistically timed to take advantage of the current economic downturn”. Another investigation called the deal “suspicious because it appears from a review of the Company's financial statements that the inherent value of the Company's stock is greater than $52.00 per share, because the stock has traded much higher than $52 per share in the recent past, and because the Board of Directors has effectively blocked other companies from making a better offer.”

Varian, Inc., located in Palo Alto, California, designs, develops, manufactures, markets, sells and services scientific instruments (including analytical instruments, research products and related software, consumable products, accessories and services) and vacuum products (and related accessories and services). Varian reported in 2007 Total Revenue of $920.60million with a Net Income of $63.62million and in 2008 Total Revenue of $1.01251billion with a Net Income of $66.44million. Shares of Varian, Inc (Public, NASDAQ:VARI) traded at $50.52 per share