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Published on 7/27/2009 in the Prospect News Special Situations Daily.

Agilent Technologies to acquire Varian in $1.5 billion all-cash deal

By Lisa Kerner

Charlotte, N.C., July 27 - Agilent Technologies, Inc. announced it will acquire Varian, Inc. for $52.00 cash per share, or approximately $1.5 billion.

The per-share offer price is a premium of about 35% to Varian's closing price on Friday, an Agilent news release said.

Both companies' boards of director have unanimously approved the merger agreement, which includes a $46 million termination fee payable by Varian, according to a form 8-K filed with the Securities and Exchange Commission.

Agilent said it expects the acquisition to generate $75 million in annual cost synergies and achieve Agilent's 20% return on invested capital target within four to five years.

The transaction is not subject to financing conditions and is expected to close by the end of 2009, Agilent said.

"This acquisition is a major step in Agilent's transformation into a leading bio-analytical measurement company," Agilent president and chief executive officer Bill Sullivan said in a company news release.

Adrian Dillon, Agilent's executive vice president and chief financial officer, will be responsible for combining Varian with Agilent's bio-analytical measurement segment.

Based in Santa Clara, Calif., Agilent Technologies provides core bio-analytical and electronic measurement solutions to the communications, electronics, life sciences and chemical analysis industries.

Varian makes scientific instruments and vacuum products. The company is located in Palo Alto, Calif.

Acquirer:Agilent Technologies, Inc.
Target:Varian, Inc.
Announcement date:July 27
Price per share:$52.00
Termination fee:$46 million
Expected closing:End of 2009
Stock price of target:Nasdaq: VARI: $39.20 on July 24

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