Monitor the October 28, 2026 special meeting vote and HSR waiting period expiration on October 16, 2026. The deal is fully financed with no financing contingency, but foreign regulatory approvals in China, Germany, and under UK NSIA introduce timeline risk. Any second-request or material delay beyond early 2027 would be a negative surprise. Watch for any stockholder litigation challenging the deal or appraisal demands.
Price Chart
Executive Summary
Teledyne Technologies (NYSE:TDY) is acquiring Varex Imaging (VREX) for $18.90 per share in an all-cash transaction valued at approximately $1.1 billion. The definitive merger proxy statement sets a special stockholder vote for October 28, 2026, with the board unanimously recommending approval. The deal represents a ~52% premium over the unaffected closing price and is expected to close in early 2027, subject to stockholder approval, HSR clearance, and other foreign regulatory approvals.
Key Financial Metrics
Key Facts
- Merger consideration: $18.90 per share in cash, all-cash transaction valued at approximately $1.1 billion including assumed equity awards and net debt
- Premium: ~52% over VREX's $12.41 closing price on August 7, 2026 (last trading day before deal announcement)
- Special stockholder meeting scheduled for October 28, 2026; record date September 16, 2026
- Vote threshold: affirmative vote of holders of a majority of outstanding shares (21,231,724 votes) required to adopt the merger agreement
- Board unanimously recommends voting FOR the merger; no dissenting directors or abstentions reported
- Evercore Group L.L.C. provided a fairness opinion concluding the consideration is fair from a financial point of view to VREX stockholders
- Termination fee payable by VREX to Teledyne: $25,263,711 under specified circumstances
- HSR filings submitted September 16, 2026; waiting period expires October 16, 2026 unless extended
- Additional regulatory approvals required: Austria, China, Germany, Japan, Saudi Arabia, Ukraine, and UK NSIA clearance
- Appraisal rights available under Delaware law for stockholders who do not vote in favor and comply with Section 262 of the DGCL
- No financing condition for Teledyne; Teledyne has cash on hand and existing credit facility to fund the transaction
- Teledyne and affiliates beneficially own 1,330,774 shares of VREX (~3.1% of outstanding)
Financial Impact
All-cash acquisition of VREX for $18.90/share, total enterprise value ~$1.1B including assumed equity awards and net debt
Risk Factors
- Stockholder vote failure: 21,231,724 'FOR' votes required; broker non-votes and abstentions count as AGAINST
- Regulatory risk: HSR second request, foreign antitrust clearances (China, China, Germany, Japan, Saudi Arabia, Ukraine, UK NSIA) could delay or block closing
- Appraisal risk: stockholders exercising appraisal rights could seek fair value above $18.90, creating potential liability
- Termination fee of $25,263,711 may not fully compensate Teledyne if deal fails due to regulatory issues
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001104659-26-109351 |
| Document: tm2622593-5_defm14a.htm | 0001104659-26-109351 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 4d ago | DEFA14A | $18.41 | awaiting T+20 | — | $18.42 (+0.05%) |
Oct 22, 2026 4d ago | 8-K | $18.41 | awaiting T+20 | — | $18.42 (+0.05%) |
Oct 7, 2026 18d ago | SC 13G/A | $18.47 | awaiting T+20 | — | $18.42 (+0.27%) |
Oct 5, 2026 20d ago | SC 13G/A | $18.48 | awaiting T+20 | — | $18.42 (−0.32%) |
Sep 21, 2026 4w ago | DEFM14A | $18.48 $18.40 | ▼ −0.43% | ▲ +0.13% | $18.42 (−0.32%) |
Sep 15, 2026 5w ago | Insider Cluster | $18.47 $18.39 | ▲ +0.43% | ▲ +2.50% | $18.42 (+0.27%) |
Sep 14, 2026 6w ago | 144 | $18.46 $18.48 | ▲ +0.11% | ▼ −2.15% | $18.42 (−0.22%) |
Sep 11, 2026 6w ago | 144 | $18.46 $18.48 | ▼ −0.11% | ▲ +2.15% | $18.42 (+0.22%) |
Aug 10, 2026 10w ago | DEFA14A | $18.58 $18.50 | ▼ −0.43% | ▲ +0.63% | $18.42 (−0.86%) |
Aug 10, 2026 10w ago | DEFA14A | $18.58 $18.50 | ▼ −0.43% | ▲ +0.63% | $18.42 (−0.86%) |
US Market Status
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