VREX — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-10

• This Quarterly Report contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, which provides a “safe harbor” for statements about future events, and financial performance that are based on the beliefs of, estimates made by, and information cu…

• •the occurrence of any event, change or other circumstances that could give rise to the right of Teledyne or Varex or both to terminate the Merger Agreement;

• •the outcome of any legal proceedings that may be instituted against us in connection with the Merger Agreement;

• •the failure to satisfy any of the conditions to the proposed acquisition, including regulatory approvals, on a timely basis or at all; and

• Varex Imaging Corporation is a leading innovator, designer and manufacturer of X-ray imaging components including X-ray tubes, flat panel and photon counting detectors and accessories, linear accelerators, image software processing solutions, and stand-alone X-ray based systems for Industrial applic…

Text removed vs the prior filing · source: 10-Q · 2026-05-07

• This Quarterly Report contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, which provides a “safe harbor” for statements about future events, and financial performance that are based on the beliefs of, estimates made by, and information cu…

• Varex Imaging Corporation is a leading innovator, designer and manufacturer of X-ray imaging components including X-ray tubes, flat panel and photon counting detectors and accessories, linear accelerators, image software processing solutions, and stand-alone X-ray based systems in select application…

• systems, and industrial quality inspection systems, as well as for analysis and measurement applications in industrial manufacturing applications. Global OEMs incorporate our X-ray imaging components into their systems to detect, diagnose, protect, irradiate, and inspect. Varex has approximately 2,4…

• During the quarter, we entered into a new $490 million secured credit facility, consisting of a $350 million term loan facility, a $100 million revolving credit facility and a $40 million delayed draw term loan facility, collectively the “Credit Facility.” We borrowed the full $350 million term loan…

• Borrowings under the Credit Facility generally bear interest, at our option, at a variable rate based on Term SOFR or a base rate, plus an applicable margin. See Note 6 Borrowings to the accompanying Notes to the Condensed Consolidated Financial Statements for additional information regarding the te…

Text added vs the prior filing · source: 10-Q · 2026-08-10

• The announcement of our entry into the Merger Agreement and pendency of the Merger may result in disruptions to our business, and the Merger could divert management's attention, disrupt our relationships with third parties and employees, and result in negative publicity, customer concerns, or legal …

• On August 10, 2026, we entered into the Merger Agreement with Teledyne, providing for the acquisition of Varex by Teledyne. Completion of the Merger, which is currently expected in early calendar year 2027, is subject to the satisfaction or waiver of certain closing conditions, including: (1) the ad…

• During the period prior to the closing of the Merger, our business is exposed to certain inherent risks due to the effect of the announcement or pendency of the Merger on our business relationships, financial condition, operating results, and business, including:

• •potential uncertainty in the marketplace, which could result in current and prospective customers and distributors to purchase products and services from our competitors or reduce, delay or cancel purchasing from us;

• •the possibility of disruption to our business and operations, including diversion of management attention and resources;

Text removed vs the prior filing · source: 10-Q · 2026-05-07

• For example, changes to tariff policies in 2025 by the United States and other countries, particularly bilateral United States and Chinese tariffs, impacted our results of operations and profitability in fiscal year 2025 and in the first half of fiscal year 2026. Absent a de-escalation of the curren…

• In the past, both the governments of the United States and China have granted tariff exclusions that temporarily eliminate certain duties payable for specific commodities, providing partial relief from such tariffs, but with certain exceptions, they must be solicited and approved. There is no guaran…

• In addition to tariffs, China’s stated policy of reducing its dependence on foreign manufacturers and technology companies may result in reduced demand for our products and our customers' products in China, which could have a material adverse impact on our business, results of operations and financi…

• China, but do not produce CT Tubes and Inserts in India. Total sales of medical X-ray tubes we imported into China represented approximately 11% of our total revenue during the first six months of fiscal year 2026.

• MOFCOM temporarily suspended both of the MOFCOM Investigations in May 2025 and again in August 2025. In November 2025, the MOFCOM Investigations were suspended indefinitely. If recommenced, we anticipate that the MOFCOM Investigations may take approximately one year from recommencement to resolve. I…