Compensation / Benefits / Equity
12.
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Will my compensation or benefits change as a result of this transaction?
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Until the transaction closes, Varian and Siemens Healthineers will continue to operate as separate, independent companies, so your
compensation and benefits will continue in the ordinary course. Our year-end pay decisions will be based on Varians and employees individual performance.
In addition, Siemens Healthineers has committed to maintain base salary, target bonus, and aggregate health, welfare and retirement plan
benefits at levels at least on par with current offerings through the first anniversary of the closing. Siemens Healthineers has also committed to provide our employees with service credit under its benefit plans for
pre-transaction service with Varian (including credited service at any of Varians acquired companies). As an added assurance, they have committed to maintaining cash severance levels consistent with
Varians historical practices for any severance-qualifying terminations during the year following the closing. Additional details regarding compensation and benefits matters will be determined and provided as we get closer to closing.
13.
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What will happen to any Varian shares I own?
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Until closing, trading of your Varian shares will continue unchanged and subject to our current policies. For any Varian common stock that you
hold at close (including from ESPP purchases, RSU vestings, etc.), you will receive a cash payment equal to the number of shares multiplied by the transaction price of $177.50 per share. If you have outstanding equity awards, you should have
received a communication with additional details about the treatment of those awards. If you have any additional questions please refer to Global People Connect.
Additional Information About the Merger and Where to Find It
This communication relates to the proposed transaction involving Varian. This communication is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. In connection with the proposed transaction, Varian will file relevant materials with the U.S. Securities and Exchange Commission (the SEC), including Varians proxy statement on
Schedule 14A (the Proxy Statement). This communication is not a substitute for the Proxy Statement or any other document that Varian may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE
MAKING ANY VOTING DECISION, STOCKHOLDERS OF VARIAN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SECs website, www.sec.gov, and Varians website, www.varian.com. In addition, the documents (when available)
may be obtained free of charge by directing a request to Investor Relations by email at investors@varian.com or by calling (650) 424-5631.
Participants in the Solicitation
Varian and its
directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Varians common stock in respect of the proposed transaction. Information about the directors and executive officers of Varian
is set forth in the definitive proxy statement for Varians 2020 Annual Meeting of Stockholders, which was filed with the SEC on December 20, 2019, or its Annual Report on Form 10-K for the year
ended September 27, 2019, and in other documents filed by Varian with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,
will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.
Forward-Looking Statements
Except for historical
information, this communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements concerning Varians future orders and the anticipated impact of the COVID-19 pandemic on Varians business; and any statements using the terms could, believe, expect, promising, outlook, should,
well-positioned, will or similar statements are forward-looking statements that involve risks and uncertainties that could cause