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Varian, Inc. Takeover subject of Investor Investigations

  • If you are currently an investor in shares of Varian, Inc. (Public, NASDAQ:VARI), and purchased the shares before July 27, 2009, and / or have additional information relating to the investigation, you should contact the Shareholders Foundation

  • To have your information reviewed for options and to receive notifications about this investigation, please send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.

Investigation Overview

Company
Varian, Inc.
Security
NASDAQ: VARI

Acquiring Company
Agilent Technologies, Inc.
Summary

Agilent Technologies Inc announced on Monday, July 27, 2009 to acquire Varian, Inc. (Public, NASDAQ:VARI) for $ 1.5 billion. Subsequently an investigation on behalf of current investors of Varian, Inc. (Public, NASDAQ:VARI), who purchased the shares before July 27, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price were announced.

The investigations by law firms focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Varian, Inc. (Public, NASDAQ:VARI) arising out of their attempt to sell Varian to Agilent Technologies.

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 Varians closing price on July 24, 2009 and both Agilents and Varians Board of Directors have unanimously approved the all-cash offer.

But according to one investigation the transaction appears to be unfair to current investors of Varian, Inc. (Public, NASDAQ:VARI) by failing 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. Therefore the investigation is primarily focused on whether Varians Board of Directors fulfilled their fiduciary duties to maximize shareholder value in connection with the proposal.

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

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