Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously announced, on August 2, 2020, Varian Medical Systems, Inc., a
Delaware corporation (the "Company"), Siemens Healthineers Holding I GmbH, a
company organized under the laws of Germany ("Parent"), Falcon Sub Inc., a
Delaware corporation and a direct wholly-owned subsidiary of Parent ("Merger
Sub"), and, with respect to certain provisions, Siemens Medical Solutions USA,
Inc., a Delaware corporation, entered into an Agreement and Plan of Merger,
pursuant to which, on the terms and subject to the conditions set forth therein,
among other things, Merger Sub will be merged with and into the Company (the
"Merger"), with the Company surviving the Merger as a wholly owned subsidiary of
Parent.
On March 2, 2021, the Company announced that Dow Wilson, the Company's Chief
Executive Officer, will be departing the Company at the closing of the Merger
and will serve as a special advisor to Siemens Healthineers AG. In addition, J.
Michael Bruff, the Company's Chief Financial Officer, will be departing the
Company at the closing of the Merger.
All of the foregoing officers are expected to continue in their current roles
through the closing of the Merger.
Item 7.01. Regulation FD Disclosure.
On March 2, 2021, the Company issued a press release regarding the departure of
the Company's Chief Executive Officer described in Item 5.02, which press
release is attached as Exhibit 99.1 hereto and is incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated March 2, 2021.
104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded
within the Inline XBRL document.
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