VAR Varian Medical System

THE MERGER (PROPOSAL 1)

The discussion of the merger agreement and the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement.

Effects of the Merger

Pursuant to the terms of the merger agreement, at the effective time, Merger Sub will be merged with and into Varian, with Varian surviving the merger as a direct wholly owned subsidiary of Siemens Healthineers Holding.

Upon the terms and subject to the conditions of the merger agreement, at the effective time, each share of Varian common stock issued and outstanding immediately prior to the effective time (other than excluded shares, dissenting shares and unvested shares) will be converted into the right to receive cash without interest in the amount of $177.50, subject to any required tax withholding. At the effective time, all of the shares of Varian common stock (other than excluded shares held by a subsidiary of Varian) will cease to be outstanding, will be cancelled and will cease to exist, and each certificate formerly representing any of the shares of Varian common stock (other than excluded shares, dissenting shares and unvested shares) will thereafter represent only the right to receive the per share merger consideration of $177.50 for each such share. Each excluded share owned, directly or indirectly, by Siemens Healthineers Holding or Merger Sub will cease to be outstanding, will be cancelled and will cease to exist without payment of any consideration. Each excluded share (if any) held by a subsidiary of Varian (other than shares held on behalf of third parties) immediately prior to the effective time will be converted into that number of shares of common stock of the surviving corporation that bears the same ratio to the aggregate number of outstanding shares of common stock of the surviving corporation immediately after the effective time as the value of such excluded share bore to the aggregate value of all shares of Varian common stock immediately prior to the effective time.

At the effective time, each outstanding stock option or SAR granted under Varian’s 2005 Omnibus Stock Plan, whether vested or unvested, will as of the effective time, become fully vested and be converted into the right to receive at the effective time an amount in cash equal to the product of (x) the total number of shares of Varian common stock subject to such stock option or SAR and (y) the excess, if any, of the amount of the merger consideration per share of Varian common stock over the exercise price per share of Varian common stock subject to such stock option or SAR, with the aggregate amount of such payment rounded down to the nearest cent less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or other applicable tax law with respect to the making of such payment.

At the effective time, each outstanding Stock-Based Award granted prior to October 3, 2020, whether vested or unvested, will cease to represent a right or award with respect to shares of Varian common stock, will become fully vested and will entitle the holder thereof to receive, at the effective time, an amount in cash equal to the merger consideration in respect of each share of Varian common stock underlying such Stock-Based Award, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or other applicable tax law with respect to the making of such payment. At the effective time, each Stock-Based Award granted on or after October 3, 2020 will be converted into the right to receive a cash payment equal to the merger consideration in respect of each share of Varian common stock underlying such Stock-Based Award, and will remain subject to the original vesting schedule and continued service requirement, with acceleration of vesting upon certain qualifying terminations of employment.

For stock options and Stock-Based Awards that vest in whole or in part based on the achievement of performance goals, the level of performance goal achievement used to determine the number of shares underlying such stock option or Stock-Based Award will be deemed to equal the target number of shares of Varian common stock subject to the applicable stock option or Stock-Based Award as of the effective time.

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Effects on Varian if the Merger Is Not Completed

If the merger agreement is not approved and adopted by the Varian stockholders or if the merger is not completed for any other reason, Varian stockholders will not receive any payment for their shares in connection with the merger. Instead, Varian will remain an independent public company. In addition, if the merger is not completed, Varian expects that management will operate Varian’s business in a manner similar to that in which it is being operated today and that Varian stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the competitive industry in which Varian operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is likely that the price of Varian common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Varian common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Varian common stock. If the merger is not completed, the Varian Board will continue to evaluate and review Varian’s business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the merger agreement is not approved and adopted by the Varian stockholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Varian will be offered or that Varian’s business, prospects or results of operation will not be adversely impacted.

In addition, if the merger agreement is terminated, under specified circumstances, Varian may be required to pay Siemens Healthineers Holding a termination fee in an amount equal to $450 million. The merger agreement also provides that Siemens Healthineers Holding may be required to pay Varian a termination fee equal to $925 million upon termination under certain specified circumstances or a termination fee equal to $450 million upon termination under certain other specified circumstances. See “The Merger Agreement—Termination Fee Payable by Varian” and “The Merger Agreement—Termination Fee Payable by Siemens Healthineers Holding.”

Background of the Merger

As part of our ongoing consideration and evaluation of our long-term strategic goals and plans, the Varian Board and Varian’s senior management periodically review, consider and assess our operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review includes, among other items, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, including with outside financial and legal advisors.

In January 2020, Bernd Montag, the Chief Executive Officer of Siemens Healthineers Parent, requested a meeting with Dow Wilson, the Chief Executive Officer of Varian, at the J.P. Morgan Annual Healthcare Conference in San Francisco, California. At the meeting, Mr. Montag proposed that the management teams of the two companies have an off-site meeting at which the respective management teams could get to know each other better and discuss potential strategic initiatives. Mr. Wilson declined the invitation, noting that Varian’s management team was focusing on running its business.

On May 26, 2020, Mr. Wilson received a text message from Mr. Montag, requesting to schedule a call for the next day between the two of them. Mr. Montag did not specify the reason for the call.

On May 27, 2020, Mr. Wilson and Mr. Montag spoke by telephone, at which time Mr. Montag stated that Siemens Healthineers Parent was interested in acquiring Varian for $160 per share in cash and that following their telephone call, Mr. Montag would be sending a letter to Mr. Wilson outlining the proposal. Mr. Wilson thanked Mr. Montag for the call and told Mr. Montag he would discuss the proposal with the Varian Board.

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Following the telephone call, Mr. Montag emailed a letter to Mr. Wilson containing a non-binding indication of interest (the “May Letter”) for Siemens Healthineers Parent to acquire all of the outstanding shares of Varian common stock on a fully diluted basis at a value of $160 per share in cash. The May Letter noted that Siemens Healthineers Parent had the support of Siemens AG, an 85% shareholder in Siemens Healthineers Parent, and the transaction would not be subject to a financing condition.

Following receipt of the May Letter, the Varian Board held a meeting by videoconference on May 28, 2020 during which members of Varian’s senior management, representatives of Varian’s outside financial advisor, Goldman Sachs, and representatives of Varian’s outside legal counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), were present. The Varian Board selected Goldman Sachs and Wachtell Lipton to serve as Varian’s financial and legal advisors, respectively, in connection with the potential transaction due to, among other things, their extensive experience in Varian’s industry and their familiarity with Varian’s business and strategic objectives, including through their experience assisting Varian with various matters, including takeover preparedness, and their qualifications and deep expertise in the matters that were to be considered by the Varian Board. At the meeting, Mr. Wilson described the May Letter, as well as previous interactions with Mr. Montag, including the telephone call that he had received from Mr. Montag in connection with the May Letter, and the Board discussed the proposal contained in the May Letter, including in the context of Varian’s standalone plan, the current economic environment and the uncertainties created by the COVID-19 pandemic. Representatives of Wachtell Lipton provided an overview of the Varian Board’s fiduciary duties under Delaware law in the context of the Board’s consideration of a proposal to acquire Varian. Representatives of Goldman Sachs described the actions that Goldman Sachs could take, with the assistance of Varian’s management, to assist the Varian Board in assessing the proposal. The Varian Board discussed potential next steps, directed management to work with Goldman Sachs and Wachtell Lipton to evaluate the proposal from financial and legal perspectives, and authorized the Executive Committee of the Varian Board, comprised of R. Andrew Eckert, Judy Bruner and David Illingworth (the “Executive Committee”), to act on behalf of the Varian Board and Varian in connection with the proposal.

Also on May 29, 2020, Mr. Wilson sent an email to Mr. Montag reiterating that the Varian Board would review and consider the May Letter and stating that he expected to be in a position to respond by mid-June.

On June 8, 2020, the Executive Committee held a meeting by videoconference, which was attended by members of Varian’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Mr. Wilson further summarized the May Letter and previous interactions with Mr. Montag, and the Executive Committee discussed the proposal contained in the May Letter. Members of Varian’s senior management then reviewed with the Executive Committee their initial view of Varian’s long-range financial plan, which management had prepared in connection with the Varian Board’s evaluation of the May Letter. Representatives of Goldman Sachs then reviewed with the Executive Committee their preliminary financial analysis of the proposal by Siemens Healthineers Parent, including their analysis of Siemens Healthineers Parent’s potential financing plan and Siemens Healthineers Parent’s overall ability to pay in an acquisition of Varian. Following discussion, the Executive Committee then met in executive session without representatives of Goldman Sachs present and without certain members of senior management of Varian present (other than Mr. Wilson and Michael Hutchinson, Chief Legal Officer of Varian) and further discussed the proposal and potential responses, including in the context of Varian’s standalone plan, the uncertainty and challenges created by the current economic environment and impact of the COVID-19 pandemic, as well as potential short- and long-term execution risks to Varian’s long-range financial plan, including with respect to Varian’s strategic initiatives and senior executive succession.

On June 10, 2020, the Executive Committee held another meeting by videoconference, which was attended by members of Varian’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Members of Varian’s senior management reviewed with the Executive Committee management’s proposed final projections of Varian’s long-range financial plan, reflecting input from members of senior management following the discussion of such plan at the prior meeting of the Executive Committee. These projections are more fully described in “—Certain Financial Projections.”

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Later on June 10, 2020, the Varian Board held a meeting by videoconference, which was attended by members of Varian’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Representatives of Wachtell Lipton discussed with the Varian Board its fiduciary duties under Delaware law in the context of the Varian Board’s consideration of the proposal contained in the May Letter. The Varian Board then discussed the projections of Varian’s long-range financial plan that had been prepared by management, including the potential impact of the COVID-19 pandemic on Varian’s business in the short-term and its impact on the projections. The Varian Board then discussed the Executive Committee’s views regarding Varian’s response to the May Letter, and, in an executive session, without representatives of Goldman Sachs and Wachtell Lipton present and without certain members of senior management of Varian present (other than Mr. Wilson and Mr. Hutchinson) discussed Varian’s potential response to the May Letter. Following discussion, the Board concluded that the proposal contained in the May Letter undervalued Varian and that Varian was unwilling to engage in discussions with respect to a transaction at the purchase price proposed by Siemens Healthineers Parent.

On June 11, 2020, Mr. Wilson called Mr. Montag to convey the Varian Board’s conclusion that the proposal from the May Letter undervalued Varian, and that Varian was unwilling to engage in any discussions with Siemens Healthineers Parent at the $160 per share price that had been proposed. In response, Mr. Montag requested to speak with Mr. Wilson the following week.

On June 16, 2020, Mr. Montag called Mr. Wilson and asked Mr. Wilson to provide guidance on Varian’s valuation, including to provide some information to help with valuation. Mr. Wilson again reiterated that Varian was unwilling to engage in further discussions based on the proposal contained in the May Letter. Thereafter, Mr. Wilson updated the Varian Board by email regarding this call, including that he had been regularly consulting with and taking guidance from Mr. Eckert in the discussions with Mr. Montag. Throughout the ensuing course of communications with Mr. Montag, Mr. Wilson continued to regularly consult with and take guidance from Mr. Eckert.

On June 22, 2020, Mr. Montag called Mr. Wilson and stated that Siemens Healthineers Parent was increasing its offer to $170 per share in cash, and, in addition, indicated that Siemens Healthineers Parent might be able to further increase the price being offered, but would need access to non-public information about Varian in order to do so.

On June 23, 2020, the Executive Committee held a meeting by videoconference, which was attended by members of Varian’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Mr. Wilson provided an overview of his recent communications with Mr. Montag, including the revised proposal to acquire Varian for $170 per share in cash, and Mr. Montag’s statement that while Siemens Healthineers Parent might be able to increase the price it was offering, there would be no further increases in price unless Varian provided Siemens Healthineers Parent with access to non-public information about Varian. Representatives of Goldman Sachs and Wachtell Lipton summarized the key terms of the revised proposal and potential responses, which the Executive Committee then discussed. The Executive Committee determined to recommend to the Varian Board to direct management to enter into limited engagement with Siemens Healthineers Parent in an effort to, among other things, determine whether Siemens Healthineers Parent would increase its proposed purchase price. Representatives of Wachtell Lipton reviewed with the Executive Committee its legal obligations under applicable law in connection with a sale of Varian, and the Executive Committee discussed whether to seek alternative proposals to acquire Varian, and, with further input from representatives of Goldman Sachs, the likelihood of any third party offering a price higher than that offered by Siemens Healthineers Parent. After discussion, including consideration of the risk of a leak and potential impact on Siemens Healthineers Parent’s proposal, the Executive Committee determined not to recommend to the Varian Board that Varian solicit third-party interest at this time.

On June 24, 2020, the Varian Board held a meeting by videoconference, which was attended by members of Varian’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Representatives of

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Goldman Sachs provided an updated preliminary financial analysis of the revised proposal, and representatives of Wachtell Lipton reviewed the Varian Board’s legal obligations under applicable law. The Varian Board discussed the revised proposal, including in comparison to Varian’s standalone prospects, as well as whether other potential bidders would be capable of and willing to offer a more attractive value than Siemens Healthineers Parent’s $170 per share all-cash proposal. After discussion, including consultation with representatives of Goldman Sachs regarding the likelihood of potential competing bidders and after considering the risk of leaks and potential impact on Siemens Healthineers Parent’s proposal, the Varian Board determined not to solicit alternative third-party interest at this time. The Varian Board also determined to offer limited engagement through a management meeting with Siemens Healthineers Parent to determine whether Siemens Healthineers Parent would increase its proposed purchase price.

On June 26, 2020, Mr. Wilson called Mr. Montag to inform him that Varian would be willing to engage on a limited basis by holding a management meeting with select senior management of Varian, with the expectation that Siemens Healthineers Parent would respond with an improved proposal, including robust deal certainty assurances. After their conversation, Mr. Wilson sent Mr. Montag a draft confidentiality agreement.

Between June 26, 2020 and July 2, 2020, Varian and Siemens Healthineers Parent negotiated the terms of a confidentiality agreement, with representatives of Wachtell Lipton and Siemens Healthineers Parent’s outside legal counsel, Latham & Watkins, LLP (“Latham”), participating in such negotiations. On July 2, 2020, Varian and Siemens Healthineers Parent executed the agreement, which included a customary standstill provision.

On June 29, 2020, during the pendency of negotiations between Varian and Siemens Healthineers Parent with respect to the confidentiality agreement, Mr. Wilson received an unsolicited email from a representative of Party A introducing Mr. Wilson to the Chief Executive Officer of Party A, followed by an email from the Chief Executive Officer of Party A to Mr. Wilson requesting a call on July 1, 2020 to discuss how Party A could strategically work together with Varian.

On July 1, 2020, Mr. Wilson and the Chief Executive Officer of Party A spoke by videoconference, at which time the Chief Executive Officer of Party A stated that Party A was interested in acquiring Varian for $155 per share in cash and that following their telephone call, the Chief Executive Officer of Party A would be sending a letter to Mr. Wilson outlining the proposal. Mr. Wilson thanked the Chief Executive Officer of Party A for the call and told the Chief Executive Officer he would discuss the proposal with the Varian Board. Following the telephone call, the Chief Executive Officer of Party A emailed a letter to Mr. Wilson containing a non-binding indication of interest for Party A to acquire all of the outstanding shares of Varian common stock on a fully diluted basis at a value of $155 per share in cash and noting that the transaction would not be subject to a financing condition but that the completion of the transaction would be subject to the approval of Party A’s shareholders. The next day, on July 2, 2020, Mr. Wilson informed the Varian Board of the proposal from Party A.

On July 2, 2020, members of Varian’s senior management met by videoconference with members of Siemens Healthineers Parent’s senior management, along with representatives of Goldman Sachs and outside financial advisors of Siemens Healthineers Parent, JPMorgan Chase Bank and UBS Securities. At the meeting, senior management of Varian provided senior management of Siemens Healthineers Parent with additional information regarding Varian’s business and potential areas of value, and Siemens Healthineers Parent described its vision for the proposed combined business.

On July 7, 2020, Mr. Montag called Mr. Wilson and informed him that Siemens Healthineers Parent was willing to increase its offer to acquire all of the outstanding shares of Varian common stock for $176.50 per share in cash, following which Mr. Montag emailed Mr. Wilson a letter containing that proposal (the “July Letter”). The July Letter, in addition to reiterating the lack of financing condition, proposed a “reasonable best efforts” standard for obtaining regulatory approvals consistent with the standard used by Siemens Healthineers Parent in a recent acquisition.

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On July 7, 2020, the Varian Board held a meeting by videoconference, which was attended by members of Varian’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Mr. Wilson summarized the July Letter, including the revised price per share of $176.50 being offered by Siemens Healthineers Parent as well as the proposal regarding the level of efforts that Siemens Healthineers Parent would commit to in order to obtain the required regulatory approvals. Representatives of Goldman Sachs provided an updated preliminary financial analysis of the revised proposal. Representatives of Wachtell Lipton described the regulatory efforts proposal made by Siemens Healthineers Parent, and presented different options relating to deal certainty protections, which the Varian Board discussed. Mr. Wilson then summarized the letter received from Party A, including the proposed price per share of $155 in cash. Representatives of Goldman Sachs and Wachtell Lipton described considerations in assessing possible risks associated with a potential transaction with Party A, including the need for Party A to obtain the approval of its shareholders in connection with an acquisition of Varian. Representatives of Goldman Sachs also provided an overview of Party A’s ability to obtain the financing necessary for the proposed transaction, as well as the challenges Party A would face if it were to meaningfully increase the value of its proposal, which the Varian Board then discussed. The Varian Board then met in executive session without management of Varian present, including Mr. Wilson, and, after discussion, agreed to direct Mr. Wilson to communicate (1) to Mr. Montag, that the revised proposal undervalued Varian, but the Varian Board would consider a proposal with greater consideration per share and a meaningful commitment to deal certainty protections, and (2) to the Chief Executive Officer of Party A, that Party A’s proposal undervalued Varian and the Varian Board would not engage in further discussions unless Party A meaningfully increased the value of its proposal, but that Varian would be willing to provide Party A with access to non-public information about Varian pursuant to a confidentiality agreement. The Varian Board further discussed the benefits of a transaction, including the value being offered by Siemens Healthineers Parent compared to Varian’s long-term strategic plan, including in light of the potential future retirement of Mr. Wilson and the attendant risks posed by that transition along with other recent senior executive transitions at Varian, as well as the overall risks in achieving values through its standalone plan in excess of the value being offered by Siemens Healthineers Parent. The Varian Board discussed the potential financial impact on Mr. Wilson of a sale of Varian relative to a potential retirement. The Varian Board also discussed Mr. Eckert’s and the Executive Committee’s oversight of Varian’s communications and negotiations with Siemens Healthineers Parent and Party A regarding a potential transaction, and noted the benefits of their continued oversight of such discussions.

On July 8, 2020, Mr. Wilson called Mr. Montag and relayed that the revised proposal contained in the July Letter continued to undervalue Varian, but the Varian Board would consider a proposal with greater consideration per share and a meaningful commitment to deal certainty. Following the call, Mr. Wilson sent Mr. Montag a draft merger agreement reflecting Varian’s desired terms should it determine to proceed with a transaction, including a regulatory efforts commitment requiring Siemens Healthineers Parent to take all necessary actions to obtain required regulatory approvals, including CFIUS approval, up to the level of a “material adverse effect” measured based on the size of the combined company and (iii) a reverse termination fee payable to Varian in the event Siemens Healthineers Parent failed to obtain all required regulatory approvals, equal to 10% of transaction equity value.

On July 10, 2020, Mr. Montag called Mr. Wilson with a revised offer containing the following: (i) a proposed purchase price of $177.50 per share in cash, (ii) a reverse termination fee of $750 million for failure to obtain antitrust approvals, (iii) no reverse termination fee for failure to obtain CFIUS approval and (iv) a $500 million termination fee that would be payable by Varian under certain circumstances, including in the event of a termination of the merger agreement as a result of a change in recommendation by the Varian Board or if Varian terminated the merger agreement to enter into an alternative acquisition agreement providing for a superior proposal (“fiduciary-out termination fee”). Following this call, Siemens Healthineers Parent sent a revised draft of the merger agreement to Varian, which included, among other things and in addition to the foregoing terms: (i) no obligation for Siemens Healthineers Holding to make any divestitures in order to consummate the merger; (ii) no efforts required for Siemens Healthineers Holding to eliminate objections or impediments to obtain CFIUS approval; (iii) an efforts obligation to obtain antitrust approvals that was capped at (A) a material and adverse impact on the expected benefits of the merger to Siemens Healthineers Holding or (B) a material impact

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on the value of Varian to Siemens Healthineers Holding after the consummation of the merger; and (iv) a subsidiary of Siemens Healthineers Parent would be the party to the merger agreement, and as a result, it was unclear whether Siemens Healthineers Parent would have an obligation to use efforts to obtain regulatory approvals. Siemens Healthineers Parent also sent a draft of a letter of support to be entered into by Siemens Healthineers Parent in which it would guarantee the financial obligations of its subsidiaries that would be party to the merger agreement.

Later in the day on July 10, 2020, the Executive Committee held a meeting by videoconference, which was attended by members of Varian’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Mr. Wilson and representatives of Goldman Sachs and Wachtell Lipton summarized the updated proposal from Siemens Healthineers Parent, including key issues raised in the revised merger agreement and in the draft letter of support provided by Siemens Healthineers Parent, which the Executive Committee then discussed. The Executive Committee instructed Mr. Wilson to communicate to Mr. Montag that Siemens Healthineers Parent should increase the value of its proposal, provide deal certainty provisions that were more protective for Varian than the terms included in the draft merger agreement and provide for a lower fiduciary-out termination fee. After the meeting, Mr. Wilson then called Mr. Montag and informed him of the Executive Committee’s positions.

Also on July 10, 2020, Mr. Wilson called the Chief Executive Officer of Party A and relayed the Varian Board’s determination that Party A’s proposal undervalued Varian and the Varian Board would not engage in further discussions unless Party A meaningfully increased the value of its proposal, but that Varian would be willing to provide Party A with limited information pursuant to a confidentiality agreement. Mr. Wilson also informed the Chief Executive Officer of Party A that in addition to significantly more value, deal certainty would also be important in any transaction. After this call, Mr. Wilson sent the Chief Executive Officer of Party A a draft confidentiality agreement. Between July 10, 2020 and July 16, 2020, Varian and Party A negotiated the terms of a confidentiality agreement, with representatives of Wachtell Lipton and Party A’s outside legal counsel participating in such negotiations. On July 16, 2020, Varian and Party A executed the agreement, which included a customary standstill provision that would fall away upon entry by Varian into a definitive agreement providing for the sale of Varian.

On July 11, 2020, Mr. Montag called Mr. Wilson and proposed an increase in the reverse termination fee, which would be payable by Siemens Healthineers Parent for failure to obtain antitrust approvals, to $875 million, and a lower $300 million reverse termination fee for failure to obtain CFIUS approval.

After discussing with Mr. Eckert and representatives of Goldman Sachs and Wachtell Lipton, on July 12, 2020, Mr. Wilson called Mr. Montag and proposed, among other things, (i) a $875 million reverse termination fee for failure to obtain antitrust approvals; (ii) a $675 million reverse termination fee for failure to obtain CFIUS approval; and (iii) a regulatory efforts commitment requiring Siemens Healthineers Parent to take all actions to obtain regulatory approvals (including CFIUS approval) up to the level of a material adverse effect measured based on the size of the combined company after the closing of the merger.

On July 13, 2020, Mr. Montag called Mr. Wilson and suggested that outside counsel have a call to discuss the key issues in the draft merger agreement and letter of support. Later that day, members of Varian’s senior management and representatives of Wachtell Lipton had a call with members of Siemens Healthineers Parent’s senior management and representatives of Latham, during which call the parties discussed various issues in the draft merger agreement and letter of support, including those relating to deal certainty and flexibility for Varian to operate the business as it continues to respond to the COVID-19 pandemic.

On July 14, 2020, Mr. Montag sent Mr. Wilson an email with what he called Siemens Healthineers Parent’s final offer, which, among other things, included the following: (i) $177.50 per share in cash (which he reiterated was best and final); (ii) an $875 million reverse termination fee for failure to obtain antitrust approvals; (iii) a $400 million reverse termination fee for failure to obtain CFIUS approval; (iv) a $500 million fiduciary-out

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termination fee; and (v) an efforts obligation to obtain regulatory approvals (including CFIUS approval) that was capped at a material adverse effect on the expected benefits of the merger to Siemens Healthineers Holding or a material adverse effect on Varian. Mr. Montag also indicated that Siemens Healthineers Parent would guarantee not only financial obligations, but also certain performance obligations, of its subsidiaries that would be party to the merger agreement.

Later in the day on July 14, 2020, Mr. Wilson called Mr. Montag to inform him that the regulatory efforts commitment Mr. Montag had proposed was not sufficient. Following their conversation he emailed Mr. Montag setting forth Varian’s proposal on a select set of threshold issues: (i) a $925 million reverse termination fee for failure to obtain antitrust approvals; (ii) a $450 million reverse termination fee for failure to obtain CFIUS approval; (iii) a $450 million fiduciary-out termination fee; and (iv) a regulatory efforts commitment pursuant to which Siemens Healthineers Parent would be required to take all actions (including divestitures) to obtain antitrust and CFIUS approvals up to the level of a material adverse effect measured based on the size of Varian. The email also noted that Mr. Wilson expected the parties to negotiate the remaining points in the draft merger agreement and letter of support in good faith after the issues noted above had been agreed. Later that day, Mr. Montag called Mr. Wilson and stated that Siemens Healthineers Parent agreed to the proposal on the issues noted above.

After this call, the Executive Committee held a meeting by videoconference, which was attended by members of Varian’s senior management and representatives of Goldman Sachs and Wachtell Lipton. The Executive Committee discussed the revised proposals exchanged between Siemens Healthineers Parent and Varian since July 10, 2020. Among other things, the Executive Committee discussed Siemens Healthineers Parent’s proposed price of $177.50 per share, which had not increased since the last meeting, and Mr. Montag’s repeated statements that Siemens Healthineers Parent would not further increase the proposed price. The Executive Committee also discussed the bifurcated reverse termination fees for failure to receive antitrust and CFIUS approvals, as well as the regulatory efforts standard that Mr. Montag had agreed to. The Executive Committee, in consultation with its advisors, agreed to provide Siemens Healthineers Parent with confirmatory due diligence at this time, considering, among other things, their belief that Siemens Healthineers Parent would be unlikely to increase its proposal on price, and that the proposed deal certainty provisions were sufficiently protective to merit further due diligence.

On July 15, 2020, Siemens Healthineers Parent sent a due diligence request list to Varian through the parties’ financial advisors.

On July 16, 2020, members of senior management of Varian attended a management meeting by videoconference with members of senior management of Party A, along with representatives of Goldman Sachs and the outside financial advisors of Party A. At the management meeting, senior management of Varian provided senior management of Party A with additional information regarding Varian’s business and potential areas of value. Following the meeting, Mr. Wilson conveyed to the Chief Executive Officer of Party A that Varian expected that the information provided should lead to Party A significantly increasing the price it was offering.

On July 17, 2020, the Varian Board held a meeting by videoconference, which was attended by members of Varian’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Mr. Wilson provided the Varian Board with an update on the interactions with Party A since the last board meeting, including the signing of the confidentiality agreement and the management meeting the day prior, as well as management’s view that Party A would need to provide a significantly improved price per share and strong deal certainty provisions to warrant further engagement, which the Varian Board then discussed. Mr. Wilson next provided the Varian Board with an update on the interactions with Siemens Healthineers Parent since the last board meeting, including the revised proposals exchanged between Siemens Healthineers Parent and Varian and the progress that had been made in negotiations, including over the various termination fees and the regulatory efforts standard. The Varian Board discussed the status of negotiations with Siemens Healthineers Parent, and also

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discussed the potential benefits of engaging further with Party A and reaching out to additional potential bidders. Representatives of Goldman Sachs discussed their perspective that engaging third parties was unlikely to result in a better offer and that it was unlikely that another bidder would be able and willing to offer the purchase price being offered by Siemens Healthineers Parent. In addition, representatives of Wachtell Lipton and Goldman Sachs discussed that a transaction with Party A would include substantial closing risk given that Party A would require a shareholder vote, and that under the proposed merger agreement with Siemens Healthineers Parent, Varian would have the opportunity to accept a superior proposal following announcement of a transaction, subject to payment of a termination fee. After further discussion, the Board determined that the potential risks associated with engaging other potential third party bidders significantly outweighed potential benefits. However, the Varian Board agreed that management should provide additional limited due diligence information to Party A if Party A proposed a significantly improved price per share from its prior offer.

On July 18, 2020, Varian made available to Siemens Healthineers Parent certain due diligence information in a confidential data room. Thereafter, Siemens Healthineers Parent, with the assistance of its advisors, conducted due diligence on Varian, including through videoconference calls with Varian management.

Also on July 18, 2020, the Chief Executive Officer of Party A emailed Mr. Wilson and said he would revert the following week on Party A’s proposed next steps.

On July 21, 2020, the Chief Executive Officer of Party A sent a request for due diligence information to Mr. Wilson, and noted that Party A could materially increase the value it was offering if it received and reviewed due diligence information.

On July 22, 2020, Mr. Wilson called the Chief Executive Officer of Party A, informing the Chief Executive Officer of Party A that Varian required greater clarity on what “materially” more value would entail, and that Varian was reluctant to allow them to engage in due diligence without such clarity.

Between July 22, 2020 and August 1, 2020, representatives of Wachtell Lipton and Latham, with input from Varian and Siemens Healthineers Parent and their respective financial advisors, continued to exchange and negotiate drafts of the merger agreement and letter of support, including with respect to termination and termination fee triggers, whether the reverse termination fee, if paid, would be the sole remedy, whether Varian had an express right to seek damages on behalf of its stockholders for the lost value of the merger consideration, employee benefits matters, including retention, which of the subsidiaries of Siemens Healthineers Parent would be the parties to the merger agreement and the type of commitments that Siemens Healthineers Parent would agree to in the letter of support.

On July 24, 2020, the Chief Executive Officer of Party A called Mr. Wilson, and followed such call with a letter, proposing that Party A acquire Varian for a per share purchase price in the range of $164-$169. Mr. Wilson then called Mr. Eckert to inform him of the revised proposal.

On July 28, 2020, members of senior management of Varian had a videoconference call with members of senior management of Party A to provide further due diligence in response to Party A’s request for additional information. Subsequently, Mr. Wilson spoke by telephone with the Chief Executive Officer of Party A and indicated that Party A needed to improve its offer by the end of the week, in response to which the Chief Executive Officer of Party A inquired whether there was another bidder attempting to acquire Varian. Mr. Wilson responded that he could not comment, but that it was important that Party A move quickly with an improved offer.

On July 29, 2020, the Executive Committee held a meeting by videoconference, which was attended by members of Varian’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Mr. Wilson updated the Executive Committee on the discussions and negotiations with Party A since the Executive Committee’s last meeting, including that the latest offer was a range of $164-$169 per share in cash, as

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well as the management meeting that took place the day prior. Mr. Wilson then updated the Executive Committee on the negotiations with Siemens Healthineers Parent. Representatives of Wachtell Lipton summarized the key terms of the draft transaction documents, noting that the proposed transaction structure remained an outstanding issue. In consultation with representatives of Wachtell Lipton, the Executive Committee discussed Wachtell Lipton’s proposed modification to this structure under which Siemens Healthineers’ top-tier U.S. operating subsidiary would provide an additional guarantee in the merger agreement of the acquiring entity’s obligations under the merger agreement. After discussion, the Executive Committee agreed that Varian should pursue this proposed structure. Representatives of Wachtell Lipton then explained other key outstanding points and discussed possible compromise positions. After discussion, the Executive Committee instructed Wachtell Lipton to keep negotiating the transaction documents to reflect the discussion at the meeting.

On July 30, 2020, the Chief Executive Officer of Party A called Mr. Wilson and presented a revised offer to acquire Varian for $175 per share in cash, which remained subject to due diligence. Mr. Wilson responded during such call that he would revert after discussing the revised proposal with the Varian Board. After discussing with Mr. Eckert and other members of senior management and representatives from Goldman Sachs and Wachtell Lipton, Mr. Wilson called Mr. Montag and informed him that Varian had received an unsolicited offer from a third party, which was competitive with the offer from Siemens Healthineers Parent.

Later on July 30, 2020, the Audit Committee of the Varian Board held a meeting by videoconference, which was attended by members of Varian’s senior management and representatives of Wachtell Lipton, during which Mr. Wilson updated the Audit Committee on the revised proposal received from Party A.

On July 31, 2020, the Executive Committee held a meeting by videoconference, which was attended by members of Varian’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Mr. Wilson updated the Executive Committee on his recent communications with Mr. Montag. Mr. Wilson then informed the Executive Committee that Mr. Montag had indicated that Siemens Healthineers Parent was considering accepting many of the positions being requested by Varian, including that the top-tier U.S. subsidiary of Siemens Healthineers Parent would guarantee the obligations of the newly formed subsidiary that would acquire Varian, but was still insisting that the reverse termination fee, if payable and requested by Varian, must be the sole remedy and that Varian must decide whether to request the reverse termination fee within a defined, limited period of time following a termination of the merger agreement. The Executive Committee discussed their desired resolution to the above points, and instructed representatives of Wachtell Lipton to send Latham revised transaction documents based on the discussion at the meeting. Also on July 31, 2020, Mr. Wilson updated the Varian Board by email of the revised offer from Party A, as well as the status of the negotiations with Siemens Healthineers Parent. Mr. Wilson indicated the time it might take to negotiate a transaction with Party A (contract negotiations had not begun and limited due diligence had occurred to date), and the risk that Party A could revise its price downwards during the due diligence process. Mr. Wilson’s email also noted that a transaction with Party A would remain subject to a vote of their shareholders, which presented deal certainty issues that were not present in a transaction with Siemens Healthineers Parent.

Following receipt of the revised transaction documents from Wachtell Lipton, on August 1, 2020, representatives of Varian, Wachtell Lipton, Siemens Healthineers Parent and Latham continued to negotiate the few remaining issues in the merger agreement.

Also on August 1, 2020, it was publicly reported that Varian and Siemens Healthineers Parent were in discussions regarding a potential acquisition of Varian.

Later in the evening on August 1, 2020, the Varian Board held a meeting by videoconference, which was attended by members of Varian’s senior management and representatives of Goldman Sachs and Wachtell Lipton. Mr. Wilson updated the Varian Board on his recent communications with the Chief Executive Officer of Party A, including the revised proposal by Party A to acquire Varian for $175 per share in cash. The Board discussed the revised proposal and the likelihood that Party A would be able to match or exceed the value being

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offered by Siemens Healthineers Parent, while also noting that any transaction with Party A would include deal certainty issues due to Party A requiring a shareholder vote, which was not a requirement in the potential transaction with Siemens Healthineers Parent, and that the offer remained subject to due diligence and the risk that Party A could reduce the price per share it was offering as a result. Mr. Wilson then provided an update on the negotiations with Siemens Healthineers Parent, noting that the parties had resolved all material issues in the proposed merger agreement and letter of support. Representatives of Wachtell Lipton again reviewed the fiduciary duties of the directors and provided a summary of the proposed terms of the merger agreement and letter of support. Representatives of Goldman Sachs reviewed Goldman Sachs’ financial analysis of the proposed transaction with Siemens Healthineers Parent. Goldman Sachs additionally rendered its oral opinion, confirmed by delivery of a written opinion dated August 2, 2020, to the Varian Board to the effect that, as of that date and based upon and subject to the qualifications, limitations and assumptions stated in such opinion, the $177.50 in cash per share of Varian common stock to be paid to the holders (other than Siemens Healthineers Holding and its affiliates) of shares of Varian common stock pursuant to the merger agreement was fair from a financial point of view to such holders. The Varian Board (i) unanimously determined that the merger agreement, the letter of support, the merger and the other transactions contemplated by the merger agreement and the letter of support are advisable, fair to and in the best interests of Varian and its stockholders; (ii) approved the merger agreement, the letter of support, the merger and the other transactions contemplated by the merger agreement and the letter of support; (iii) subject to the terms of the merger agreement, resolved to recommend that the Varian stockholders adopt and approve the merger agreement; and (iv) directed that the merger agreement be submitted to the Varian stockholders for their adoption and approval.

Early in the morning on August 2, 2020, the parties executed and delivered the merger agreement and the letter of support, following which time the parties issued a press release announcing the transaction.

Reasons for the Merger

In evaluating the merger agreement, the letter of support and the merger, the Varian Board consulted with Varian’s management and its outside financial and legal advisors and, in reaching its unanimous decision to approve the merger agreement, the letter of support and the merger, the Varian Board considered a variety of factors, including the following:

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In the course of its deliberations, the Varian Board, in consultation with Varian’s management and Varian’s outside financial and legal advisors, also considered a variety of risks and other potentially negative factors relating to the merger agreement, the letter of support and the merger, including the following:

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After considering the foregoing potentially negative and potentially positive factors, the Varian Board concluded that the potentially positive factors substantially outweighed the potentially negative factors.

The foregoing discussion of the information and factors considered by the Varian Board is not exhaustive, but is intended to reflect the material factors considered by the Varian Board in its consideration of the merger. In view of the complexity and the large number of the factors considered, the Varian Board, both individually and collectively, did not quantify or assign any relative or specific weight to the various factors. Rather, the Varian Board based its recommendation on the totality of the information presented to and considered by it. In addition, individual members of the Varian Board may have given different weights to different factors. The above factors are not presented in any order of priority. The foregoing discussion of the information and factors considered by the Varian Board is forward-looking in nature. This information should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Recommendation of the Varian Board of Directors

After careful consideration, the Varian Board has unanimously approved the merger agreement, the letter of support, the merger, and the other transactions contemplated by the merger agreement and the letter of support.

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The Varian Board unanimously recommends that the Varian stockholders vote “FOR” the proposal to approve and adopt the merger agreement.

Opinion of Varian’s Financial Advisor

Goldman Sachs rendered its opinion to the Varian Board that, as of August 2, 2020 and based upon and subject to the qualifications, limitations and assumptions set forth therein, the $177.50 in cash per share of Varian common stock to be paid to the holders (other than Siemens Healthineers Holding and its affiliates) of shares of Varian common stock pursuant to the merger agreement was fair from a financial point of view of such holders.

The full text of the written opinion of Goldman Sachs, dated August 2, 2020, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. The summary of Goldman Sachs’ opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Varian Board in connection with its consideration of the merger. The Goldman Sachs opinion does not constitute a recommendation as to how any holder of Varian common stock should vote with respect to the merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of Varian regarding their assessment of the past and current business operations, financial condition and future prospects of Varian; reviewed the reported price and trading activity for Varian common stock; compared certain financial and stock market information for Varian with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the medical technologies industry and in other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with Varian’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Varian’s consent that the Varian Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Varian. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Varian or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

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Goldman Sachs’ opinion does not address the underlying business decision of Varian to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to Varian; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, Varian or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the $177.50 in cash per share to be paid to the holders (other than Siemens Healthineers Holding and its affiliates) of shares of Varian common stock pursuant to the merger agreement. Goldman Sachs does not express any view on, and Goldman Sachs’ opinion does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Varian; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Varian, or class of such persons, in connection with the merger, whether relative to the $177.50 in cash per share of Varian common stock to be paid to the holders (other than Siemens Healthineers Holding and its affiliates) of shares of Varian common stock pursuant to the merger agreement or otherwise. In addition, Goldman Sachs does not express any opinion as to the prices at which the shares of Varian common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Varian, Siemens Healthineers Holding, the Guarantor or the merger, or as to the impact of the merger on the solvency or viability of Varian, Siemens Healthineers Holding or the Guarantor or the ability of Varian, Siemens Healthineers Holding or the Guarantor to pay their respective obligations when they come due. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions, as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Varian Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 31, 2020, the last trading day before the public announcement of the merger, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs reviewed the historical trading prices for Varian common stock for the five-year period ended July 31, 2020. In addition, Goldman Sachs analyzed the consideration to be paid to holders of Varian common stock pursuant to the merger agreement in relation to (i) the closing price per share of Varian common stock on July 31, 2020, the last trading day before public announcement of the merger, (ii) the high and low closing price per share of Varian common stock for the 52-week period ended July 31, 2020, (iii) the VWAP per share of Varian common stock for the preceding thirty and sixty-trading day periods ended July 31, 2020 and (iv) the median analyst price target per share of Varian common stock. This analysis indicated that the price per share to be paid to the Varian stockholders pursuant to the merger agreement represented:

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Illustrative Present Value of Future Share Price Analysis. Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Varian common stock. For this analysis, Goldman Sachs used adjusted earnings per share of common stock estimates included as part of the Varian Projections for each of the fiscal years 2022 to 2024. Goldman Sachs first calculated the implied future values per share of Varian common stock as of July 3, 2020 for each of the fiscal years 2021 to 2023, by applying price to forward earnings per share multiples of 23.5x to 28.5x to adjusted earnings per share of common stock estimates for each of the fiscal years 2022 to 2024. These illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account Varian’s current next twelve month P/E multiple and average next twelve month P/E multiples for 2020 year to date and the one-year, three-year and five-year periods ended July 31, 2020. Goldman Sachs then discounted such amounts to present value as of July 3, 2020 (the last day of Varian’s most recently completed fiscal quarter), respectively, using an illustrative discount rate of 7.56%, reflecting an estimate of Varian’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model (the “CAPM”), which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of Varian common stock of $118 to $176, rounded to the nearest dollar.

Illustrative Discounted Cash Flow Analysis. Using the Varian Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on Varian. Using discount rates ranging from 8.00% to 9.00%, reflecting estimates of Varian’s weighted average cost of capital, Goldman Sachs discounted to present value as of July 3, 2020 (i) estimates of unlevered free cash flow for Varian for the fourth fiscal quarter of 2020 and the fiscal years 2021 through 2030 as reflected in the Varian Projections and (ii) a range of illustrative terminal values for Varian, which were calculated by applying perpetuity growth rates ranging from 2.25% to 2.75%, to a terminal year estimate of the free cash flow to be generated by Varian, as reflected in the Varian Projections (which analysis implied exit terminal year EV / LTM EBITDA multiples ranging from 10.6x to 13.6x). Goldman Sachs derived such discount rates by application of the CAPM, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Varian Projections and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived ranges of illustrative enterprise values for Varian by adding the ranges of present values it derived above. Goldman Sachs then subtracted net debt (as provided by the management of Varian) from the range of illustrative enterprise values it derived for Varian to derive a range of illustrative equity values for Varian. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Varian common stock using the treasury stock method, as provided by the management of Varian, to derive a range of illustrative present values per share of Varian common stock ranging from $153 to $198, rounded to the nearest dollar.

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Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in the medical technologies industry announced since 2015, where the disclosed enterprise values for each transaction was greater than $5 billion:

For each of the selected transactions, Goldman Sachs calculated and compared enterprise value as a multiple of latest twelve months EBITDA. While none of the companies included in the selected transactions are directly comparable to Varian, and none of the selected transactions are directly comparable to the merger, the companies included in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of Varian’s results, market size and product profile.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations of implied EV / LTM EBITDA and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a range of enterprise value to EBITDA multiples of 16.1x to 21.2x to Varian’s LTM EBITDA as of July 3, 2020 as provided by the management of Varian, to derive a range of implied enterprise values for Varian. Goldman Sachs subtracted from this range of implied enterprise values Varian’s net debt, as provided by the management of Varian, and divided the result by the fully diluted outstanding shares of Varian using the treasury stock method, as provided by the management of Varian, to derive a range of implied values per share of Varian common stock of $100 to $131, as rounded to the nearest dollar.

Premia Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for transactions announced since August 2015 involving a public company based in the United States as the target where the disclosed enterprise values for each transaction was greater than $10 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premia of the price paid in each transaction relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 27% across the period. This analysis also indicated a 25th percentile premium of 17% and a 75th percentile premium of 42% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premia of 17% to 42% to the undisturbed closing price per share of Varian common stock of $142.72 as of July 31, 2020 and calculated a range of implied equity values per share of Varian common stock of $167 to $203, rounded to the nearest dollar.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Varian or the merger. Goldman Sachs prepared these analyses for purposes

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of Goldman Sachs providing its opinion to the Varian Board as to the fairness from a financial point of view, as of the date of the opinion, of the $177.50 in cash per share to be paid to the holders (other than Siemens Healthineers Holding and its affiliates) of shares of Varian common stock pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Varian, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The merger consideration was determined through arm’s-length negotiations between Varian and Siemens Healthineers Parent and was approved by the Varian Board. Goldman Sachs provided advice to Varian during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Varian or the Varian Board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the Varian Board was one of many factors taken into consideration by the Varian Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B to this proxy statement.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Varian, Siemens Healthineers Holding, the Guarantor, any of their respective affiliates and third parties, including Siemens Healthineers Parent, or any currency or commodity that may be involved in the merger. Goldman Sachs acted as financial advisor to Varian in connection with, and participated in certain of the negotiations leading to, the merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to Varian and/or its affiliates from time to time. During the two year period ended August 2, 2020, the Investment Banking Division of Goldman Sachs has not been engaged by Varian or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs has also provided certain financial advisory and/or underwriting services to Siemens AG, an 85% shareholder in Siemens Healthineers Parent, and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as dealer with respect to Siemens AG’s commercial paper program since January 2011 and as joint bookrunner with respect to the offering by Siemens Financieringsmaatschappij NV, an affiliate of Siemens AG, of its zero coupon notes due 2021, zero coupon notes due 2024, 0.500% notes due 2029 and 0.500% notes due 2034 (aggregate principal amount €3,500,000,000) in August 2019. During the two year period ended August 2, 2020, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Siemens AG and/or its affiliates of approximately $1.6 million.

The Varian Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated August 1, 2020, Varian engaged Goldman Sachs to act as its financial advisor in connection with the contemplated merger. The engagement letter between Varian and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of the merger agreement, at approximately $77 million, all of which is contingent upon consummation of the merger. In addition, Varian has agreed to reimburse Goldman Sachs for certain of its reasonable and documented out-of-pocket expenses,

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including reasonable and documented attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Certain Financial Projections

Except for quarterly and annual guidance, Varian does not as a matter of course make public projections as to future performance, and is especially wary of making projections for extended periods, due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty of underlying assumptions and estimates. However, Varian is including in this proxy statement a summary of certain limited unaudited prospective financial information of Varian on a standalone basis, without giving effect to the merger (the “Varian Projections”), solely because such financial information was given to the Varian Board and Goldman Sachs for purposes of considering and evaluating the merger. The Varian Projections shall also be deemed to include for purposes of the disclaimers contained in this section, unless the context requires otherwise, other prospective financial information included below. Varian advised the recipients of the Varian Projections that its internal financial forecasts are subjective in many respects. The inclusion of the Varian Projections should not be regarded as an indication that the Varian Board, Goldman Sachs, Varian or its management or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such.

The Varian Projections and the underlying assumptions upon which the Varian Projections were based are subjective in many respects, and subject to multiple interpretations and frequent revisions attributable to the dynamics of Varian’s industry and based on actual experience and business developments. The Varian Projections, while presented with numerical specificity, reflect numerous assumptions with respect to company performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond Varian’s control. Multiple factors, including those described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” could cause the Varian Projections or the underlying assumptions to be inaccurate. As a result, there can be no assurance that the Varian Projections will be realized or that actual results will not be significantly higher or lower than projected. Because the Varian Projections cover multiple years, such information by its nature becomes less reliable with each successive year. The Varian Projections do not take into account any circumstances or events occurring after the date on which they were prepared, including the merger. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Varian Projections will be achieved. As a result, the inclusion of the Varian Projections in this proxy statement does not constitute an admission or representation by Varian, Goldman Sachs or any other person that the information is material. The summary of the Varian Projections is not provided to influence Varian stockholders’ decisions regarding whether to vote for the merger proposal or any other proposal. The Varian Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in Varian’s public filings with the SEC.

The prospective financial information, including the Varian Projections, were not prepared with a view toward public disclosure or toward compliance with United States generally accepted accounting principles (“GAAP”), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The prospective financial information, including the Varian Projections, included in this proxy statement have been prepared by, and are the responsibility of, Varian’s management, and projected Adjusted EBIT, LTM EBITDA and projected unlevered free cash flow have been calculated by Goldman Sachs using the Varian Projections as provided by Varian for purposes of Goldman Sachs’ financial analyses (as described below). PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information, including the Varian Projections, and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement relates to Varian’s

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previously issued financial statements. It does not extend to the prospective financial information, including the Varian Projections, and should not be read to do so.

Varian’s management prepared non-public, unaudited financial forecasts with respect to Varian’s business, as a standalone company, for fiscal years 2020 through 2030. Varian’s management provided the Varian Board with the Varian Projections in connection with the Varian Board’s evaluation of a potential transaction with Siemens Healthineers Parent. In addition, the Varian Projections were provided to Goldman Sachs and were used in the financial analyses presented by Goldman Sachs to the Varian Board as discussed in “—Opinion of Varian’s Financial Advisor.” The Varian Projections included in this proxy statement are presented to give Varian stockholders access to the financial projections that were made available to the Varian Board and Goldman Sachs.

The following is a summary of the Varian Projections, with dollars in millions, except per share data:

The following tables present the estimated amounts of Adjusted EBIT and unlevered free cash flow of Varian, respectively, as calculated by Goldman Sachs using the Varian Projections provided by Varian management for purposes of Goldman Sachs’ financial analyses described in the section entitled “—Opinion of Varian’s Financial Advisor.” In addition, Goldman Sachs calculated an estimate of Varian’s LTM EBITDA as of July 3, 2020 of $557 million using the Varian Projections provided by Varian management for purposes of Goldman Sachs’ financial analyses described in the section entitled “—Opinion of Varian’s Financial Advisor.”

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Adjusted Operating Earnings (Non-GAAP), Adjusted EBIT (Non-GAAP), Net Income (Non-GAAP), Adjusted EPS (Non-GAAP), LTM EBITDA and Unlevered Free Cash Flow are non-GAAP financial measures within the meaning of the applicable rules and regulations of the SEC, which are financial measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. SEC rules that may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to directors or a financial advisor (like the Varian Projections) in connection with a proposed transaction like the merger when the disclosure is included in a document like this proxy statement. In addition, reconciliations of non-GAAP financial measures to GAAP financial measures were not relied upon by Goldman Sachs for purposes of its opinion or by the Varian Board in connection with its consideration of the merger. Accordingly, Varian has not provided a reconciliation of the non-GAAP financial measures included in the Varian Projections to the relevant GAAP financial measures.

The Varian Projections do not take into account the possible financial and other effects on Varian of the merger and do not attempt to predict or suggest future results following the merger. The Varian Projections do not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with completing the merger, the effect on Varian of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the Varian Projections do not take into account the effect on Varian of any possible failure of the merger to occur.

For the foregoing reasons, and considering that the special meeting will be held several months after the Varian Projections were prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Varian Projections set forth above. No one has made or makes any representation to any investor or stockholder regarding the information included in the Varian Projections. Neither Varian nor any of its affiliates assumes any responsibility for the validity, reasonableness, accuracy or completeness of the Varian Projections. Varian urges all Varian stockholders to review its most recent SEC filings for a description of its reported financial results. See the section of this proxy statement entitled “Where You Can Find More Information.”

In addition, the Varian Projections have not been updated or revised to reflect information or results after the date the Varian Projections were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, Varian does not intend to update or otherwise revise the Varian Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

Interests of Varian’s Directors and Executive Officers in the Merger

In considering the recommendation of the Varian Board to approve the merger agreement, you should be aware that Varian’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Varian stockholders generally. The Varian Board was aware of these interests and considered them, among other matters, in evaluating the merger agreement, in reaching its decision to approve the merger agreement, and in recommending to the Varian stockholders that the merger agreement be approved.

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Treatment of Varian Equity-Based Awards

If the merger is completed, Varian equity-based awards held by Varian’s executive officers, including the named executive officers, will be cancelled and cashed out as follows:

For an estimate of the amounts that would become payable to each of Varian’s named executive officers on vesting of their unvested equity-based awards, see “—Golden Parachute Compensation”. Based upon an assumed closing date of August 27, 2020, and based upon a price per share of Varian common stock of $177.50, Varian estimates the aggregate amount that would become payable to Varian’s two executive officers other than its named executive officers in settlement of their unvested equity awards if each experienced a qualifying termination of employment at such time to be $3,012,954, and the aggregate amount that would become payable to Varian’s nine non-employee directors in settlement of their unvested equity awards to be $1,976,108. The amounts referenced in this paragraph do not reflect any awards that may be granted following August 27, 2020.

Change in Control Agreements

Varian has entered into Change in Control Agreements with each of its executive officers, including the following named executive officers: Mr. Wilson, Kolleen T. Kennedy, President, Proton Solutions and Chief Growth Officer, J. Michael Bruff, Senior Vice President and Chief Financial Officer, and Christopher A. Toth, Senior Vice President and President, Oncology Systems. Under these agreements, if, within two years following the consummation of the merger, the executive is terminated by Siemens Healthineers Parent or its affiliates without cause or the executive resigns for good reason, subject to the executive’s execution of a release of claims, the executive is entitled to (i) a lump sum severance payment equal to the product of (A) a severance multiplier as specified in each agreement (3.0 for Mr. Wilson, 2.5 for Ms. Kennedy, and 2.0 for all other executive officers party to a Change in Control Agreement), multiplied by (B) the sum of the executive’s base

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salary and the greater of (x) the executive’s most recently established target bonus (or, if higher, the executive’s target annual bonus as of immediately prior to the Change in Control) or (y) the average annual bonus paid to the executive in the three fiscal years ending prior to the date of termination; (ii) a lump sum cash payment equal to a pro rata portion of the executive’s target bonus for the fiscal year of termination; (iii) immediate vesting of all outstanding equity awards, with performance awards vesting with respect to the target number of shares covered by the applicable award; (iv) payment of COBRA premiums for up to eighteen months following termination; and (v) the ability to elect to purchase any Varian automobile in the executive’s possession that is subject to a lease, by payment of the residual lease value.

The agreements subject the executives to confidentiality obligations during the executives’ employment by Varian and at all times following termination, and non-solicitation obligations during their employment and for two years following termination.

If the payments and benefits that are to be made under the Change in Control Agreements to an executive would constitute “parachute payments” under Section 280G of the Code and be subject to the excise tax imposed by Section 4999 of the Code, then the applicable executive would be entitled to make-whole payment for any negative economic impact resulting from the application of Section 4999 of the Code in connection with the merger, provided that the value of all change in control payments and benefits that the applicable executive is entitled to exceeds 110% of the maximum amount that such executive would otherwise be entitled to receive without triggering the excise tax pursuant to Section 4999 of the Code. If the value of an executive’s change in control payments and benefits does not exceed 110% of such maximum amount, then such executive’s change in control payments and benefits will be reduced to the extent necessary to avoid triggering the excise tax.

For the quantification of the value of the severance payments and benefits described above that would be payable to Varian’s named executive officers upon a qualifying termination in connection with the merger, see the section entitled “Golden Parachute Compensation Table” below. Varian estimates that Varian’s two executive officers who are not named executive officers would receive payments and benefits (excluding any amounts attributable to equity award vesting or acceleration) equal to approximately $4,916,291, assuming a qualifying termination of all such executive officers on the assumed closing date of the merger under the applicable Change in Control Agreement.

New Compensation Arrangements with Siemens Healthineers

Any executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to Siemens Healthineers or the surviving corporation may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Siemens Healthineers. As of the date of this proxy statement/prospectus, no compensation arrangements between such persons and Siemens Healthineers and/or its affiliates have been established or discussed.

Continuation of Certain Indemnification Insurance

Pursuant to the terms of the merger agreement, Varian’s directors and executive officers will be entitled to Varian’s current exculpation, indemnification and expense advancement provisions for six years, certain ongoing indemnification obligations from Siemens Healthineers and coverage for six years under directors’ and officers’ liability and fiduciary liability insurance policies to be maintained in effect by Siemens Healthineers following the merger. Such indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance”.

Golden Parachute Compensation

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation for each of Varian’s named executive

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officers that is based on or otherwise relates to the merger (“merger-based compensation”) and assumes, among other things, that each named executive officer incurs a qualifying termination of employment immediately following consummation of the merger. For additional details regarding the terms of the payments described below, see the discussion under the caption “—Interests of Varian’s Directors and Executive Officers in the Merger”.

Please note that the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described below, and do not reflect certain compensation actions, including the grant of additional equity awards, that may occur before the completion of the merger and including certain mitigation measures which Varian expects to enact prior to the closing of the merger, which it anticipates will significantly reduce or eliminate the tax reimbursement amounts disclosed below. As a result, the actual amounts, if any, that may be paid or become payable to Varian’s named executive officers may differ materially from the amounts set forth below. For purposes of calculating such amounts, we have assumed: (1) a hypothetical closing date of August 27, 2020, (2) a termination of each named executive officer’s employment under circumstances entitling the executive to severance benefits immediately following the merger, and (3) a transaction price of $177.50 per share.

The following table quantifies each separate form of compensation included in the aggregate total reported in this column.

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The following table quantifies the number of Varian shares subject to unvested stock options, SARS, restricted stock and restricted stock units held by the named executive officers, and quantifies the value of such awards based on a transaction price of $177.50 per share.

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Financing of the Merger

The consummation of the merger is not subject to any financing conditions. We anticipate that the total funds needed to complete the merger, including the funds needed to pay our stockholders (and holders of our other equity-based interests) the amounts due to them under the merger agreement and pay related expenses, which would be approximately $16.4 billion based upon the shares (and our other equity-based interests) outstanding as of September 8, 2020, will be funded through cash of Siemens Healthineers Holding with the support of Siemens Healthineers Parent.

Guarantee of Siemens Healthineers Holding Obligations and Letter of Support

Under the merger agreement, the Guarantor absolutely, unconditionally and irrevocably guarantees, as primary obligor and not as surety, the due and punctual payment and performance by Siemens Healthineers Holding and Merger Sub of all of their obligations, liabilities, covenants and agreements to Varian (the “Guaranteed Obligations”). The Guarantor agrees that the Guaranteed Obligations will not be discharged except by complete performance and payments of the amounts payable under the merger agreement, and that the obligations of the Guarantor will not be released or discharged or otherwise affected by (i) the failure or delay on the part of Varian to assert any claim or demand or to enforce any right or remedy against Siemens Healthineers Holding or Merger Sub, (ii) any change in the time, place or manner of payment of any of the Guaranteed Obligations or any waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the merger agreement or any agreement executed in connection with any of the Guaranteed Obligations, (iii) any change in the corporate existence, structure or ownership of Siemens Healthineers Holding or Merger Sub, or (iv) the adequacy of any other means of Varian may have of obtaining payment related to any of the Guaranteed Obligations.

Concurrently with the execution of the merger agreement, Siemens Healthineers Parent entered into a letter of support with Varian pursuant to which Siemens Healthineers Parent agreed to: (i) irrevocably and unconditionally guarantee to Varian the full and complete discharge and performance of all covenants, agreements, obligations and liabilities of Siemens Healthineers Holding, Merger Sub and the Guarantor under the merger agreement; (ii) perform and discharge all covenants, agreements, obligations and liabilities of Siemens Healthineers Holding under the merger agreement relating to, among others, the interim operating covenants of Siemens Healthineers Holding and the efforts required to complete the merger, as if Siemens Healthineers Parent were Siemens Healthineers Holding under the merger agreement; and (iii) provide all support and funds necessary in connection with the foregoing and to cause all of its affiliates to honor the satisfaction of all covenants, agreements, obligations and liabilities of Siemens Healthineers Holding, Merger Sub and the Guarantor under the merger agreement. The letter of support is governed by, and will be construed in accordance with, the laws of England and Wales. All disputes, claims, controversies and disagreements relating to or arising in connection with the letter of support or its subject matter will be subject to the exclusive jurisdiction of the courts of England and Wales.

Regulatory Clearances and Approvals Required for the Merger

HSR Act and U.S. Antitrust Matters. The merger is subject to the requirements of the HSR Act, which prevents Varian and Siemens Healthineers Holding from completing the merger until required information and materials are furnished to the Antitrust Division of the DOJ and the FTC and the HSR Act waiting period is terminated or expires. Varian and Siemens AG submitted the requisite notification and report forms under the

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HSR Act on August 19, 2020. Siemens AG has voluntarily withdrawn its notification and report form under the HSR Act effective September 18, 2020 to provide the FTC an extension beyond the initial 30-day HSR Act waiting period to conduct its review, and intends to re-file its notification and report form on September 22, 2020.

CFIUS Approval. The merger is subject to approval by CFIUS, which requires that Siemens Healthineers Holding and Varian: (i) have received written notice from CFIUS advising that review of the merger under Section 721 of the DPA has been concluded, and CFIUS has determined that there are no unresolved national security concerns with respect to the merger and advised that action under Section 721 of the DPA, and any investigation related thereto, has been concluded with respect to the merger; (ii) have received written confirmation that the merger is not a “covered transaction”, “covered investment”, or “covered real estate transaction” as those terms are defined by the DPA’s implementing regulations, and therefore is not subject to review by CFIUS; or (iii) CFIUS has sent a report to the President of the United States requesting the President’s decision on the CFIUS notice submitted by Siemens Healthineers Holding and Varian and either (A) the period under the DPA during which the President may announce his decision to take action to suspend or prohibit the transactions contemplated by the merger agreement has expired without any such action being threatened, announced or taken or (B) the President has announced a decision not to take any action to suspend or prohibit the transactions contemplated by the merger agreement.

Foreign Regulatory Clearances. The parties have also filed and will file merger notifications pursuant to antitrust, competition and foreign investment laws with the appropriate regulators in the European Union and other foreign jurisdictions, as set forth on Siemens Healthineers Holding’s disclosure schedule. The parties must observe mandatory waiting periods and/or obtain the necessary approvals, clearances or consents pursuant to certain of these foreign antitrust, competition and foreign investment laws, as set forth on Siemens Healthineers Holding’s disclosure schedule, before completing the merger.

Foreign antitrust, competition and foreign investment authorities may take action under the laws of their jurisdictions, which could include seeking to enjoin the completion of the merger. For more information about regulatory approvals relating to the merger, see the section entitled “The Merger Agreement—Conditions to the Completion of the Merger.”

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained or obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, create or modify contractual rights or obligations or enter into supply or services agreements. These conditions could result in the conditions to the merger not being satisfied.

Material U.S. Federal Income Tax Consequences of the Merger

The exchange of Varian common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) who receives cash in the merger in exchange for shares of Varian common stock will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares.

You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” and consult your tax adviser regarding the particular tax consequences of the merger to you, including any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

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Delisting and Deregistration of Varian Common Stock

Upon completion of the merger, Varian common stock currently listed on the NYSE will cease to be listed on the NYSE and will subsequently be deregistered under the Exchange Act.

Litigation Relating to the Merger

As of September 11, 2020, three lawsuits, including two purported class actions lawsuits, have been filed by purported Varian stockholders in connection with the merger. On August 31, 2020, a purported Varian stockholder filed a lawsuit against Varian and the Varian board of directors alleging that the Proxy Statement filed by Varian in connection with the merger contained alleged material misstatements and/or omissions in violation of federal law. The lawsuit is captioned Stein v. Varian Medical Systems, Inc., et al., Case 3:20-cv-6140 and is pending in the United States District Court for the Northern District of California. On September 3, 2020, two purported class action lawsuits were filed against the same defendants asserting similar claims: Kent v. Varian Medical Systems, Inc., et al., Case 1:20-cv-1178, pending in the United States District Court for the District of Delaware, and Zimmer v. Varian Medical Systems, Inc., et al., Case 3:20-cv-6266, pending in the United States District Court for the Northern District of California.

The complaints generally allege that the Proxy Statement filed by Varian in connection with the merger fails to disclose allegedly material information in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. The alleged omissions relate to (i) certain financial projections of Varian, and (ii) certain financial analyses of Varian’s financial advisor. Plaintiffs seek, among other things, to enjoin Varian from consummating the merger, or in the alternative, rescission of the merger and/or compensatory damages.

Varian believes that the allegations in the complaints are without merit. Additional lawsuits arising out of the merger may also be filed in the future.

Appraisal Rights

Under Delaware law, holders of record of Varian common stock who do not vote in favor of approving and adopting the merger agreement will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery if the merger is completed, but only if they perfect their appraisal rights by precisely complying with the required procedures under Section 262 of the DGCL. The appraisal amount could be more than, the same as or less than the amount a stockholder would be entitled to receive under the terms of the merger agreement. To exercise appraisal rights under Delaware law, stockholders must submit a written demand for appraisal to Varian prior to the vote on the proposal to approve and adopt the merger agreement, must not vote in favor of the proposal to approve and adopt the merger agreement and must continue to hold the shares of Varian common stock of record through the effective time. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights. Please see the section entitled “Appraisal Rights” and the text of the Delaware appraisal rights statute, Section 262 of the DGCL, which is reproduced in its entirety as Annex C to this proxy statement. You are encouraged to read these provisions carefully and in their entirety.

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THE MERGER AGREEMENT

The following is a summary of the material terms and conditions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This summary is qualified in its entirety by reference to the complete text of the Agreement and Plan of Merger, dated as of August 2, 2020, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. We encourage you to read the merger agreement carefully and in its entirety because it is the legal document that governs the merger.

Explanatory Note Regarding the Merger Agreement

The following summary of the Agreement and Plan of Merger, dated as of August 2, 2020, and a copy of which is attached hereto as Annex A to this proxy statement, are intended to provide information regarding the terms of the merger agreement and are not intended to modify or supplement any factual disclosures about Varian in its public reports filed with the SEC. In particular, the merger agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Varian or any of its subsidiaries or affiliates. The merger agreement contains representations and warranties by Varian, Siemens Healthineers Holding, Merger Sub and, with respect to certain provisions, the Guarantor, which were made only for purposes of that agreement and as of specified dates, and the letter of support contains representations and warranties by Siemens Healthineers Parent which were made only for purposes of that agreement and as of the specified dates. The representations, warranties and covenants in the merger agreement and in the letter of support were made solely for the benefit of the parties to the merger agreement and the letter of support, may be subject to limitations agreed upon by the contracting parties, including being qualified by the disclosure schedules to the merger agreement made for the purposes of allocating contractual risk between the parties to the merger agreement and the letter of support instead of establishing these matters as facts, and may apply contractual standards of materiality or material adverse effect that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement and the letter of support, which subsequent information may or may not be fully reflected in Varian’s public disclosures.

Additional information about Varian may be found elsewhere in this proxy statement and Varian’s other public filings. See “Where You Can Find More Information.”

Structure of the Merger

At the effective time, Merger Sub will be merged with and into Varian. Varian will be the surviving corporation in the merger and will continue its corporate existence under Delaware law as a direct wholly owned subsidiary of Siemens Healthineers Holding and an indirect wholly owned subsidiary of Siemens Healthineers Parent. The certificate of incorporation of Varian as in effect immediately prior to the effective time will be amended by virtue of the merger at the effective time to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the effective time, except that the name of the surviving corporation will be “Varian Medical Systems, Inc.” The bylaws of Varian as in effect immediately prior to the effective time will be amended by virtue of the merger at the effective time to be identical to the bylaws of Merger Sub as in effect immediately prior to the effective time, except that references to Merger Sub’s name will be replaced by references to “Varian Medical Systems, Inc.” The directors of Merger Sub immediately prior to the effective time will be, as of the effective time, the directors of the surviving corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The officers of Varian immediately prior to the effective time will be, as of the effective time, the officers of the surviving corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

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Closing and Effective Time of the Merger

Unless otherwise mutually agreed by Varian and Siemens Healthineers Holding, the closing of the merger will take place remotely at 9:00 a.m., New York City time, on the sixth business day following the satisfaction or waiver of the conditions set forth in the merger agreement and described in the section entitled “—Conditions to the Completion of the Merger” (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions).

The merger will become effective at such date and time as the certificate of merger is filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Varian and Merger Sub in writing and specified in the certificate of merger in accordance with the DGCL.

As of the date of this proxy statement, we expect to complete the merger in the first half of calendar year 2021. However, completion of the merger is subject to the satisfaction or waiver of the conditions to the completion of the merger, which are described below and include various regulatory clearances and approvals, and it is possible that factors outside the control of Varian or Siemens Healthineers Holding could delay the completion of the merger, or prevent it from being completed at all. There may be a substantial amount of time between the special meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required approvals.

Effect of the Merger on Varian’s Stock

At the effective time, each share of Varian common stock issued and outstanding immediately prior to the effective time (other than excluded shares, dissenting shares and unvested shares) will be converted into the right to receive cash without interest in the amount of $177.50, subject to any required tax withholding. At the effective time, all of the shares of Varian common stock (other than excluded shares held by a subsidiary of Varian) will cease to be outstanding, will be cancelled and will cease to exist, and each certificate formerly representing any of the shares of Varian common stock (other than excluded shares, dissenting shares and unvested shares) will thereafter represent only the right to receive the per share merger consideration of $177.50 for each such share. Each excluded share owned, directly or indirectly, by Siemens Healthineers Holding or Merger Sub will cease to be outstanding, will be cancelled and will cease to exist without payment of any consideration. Each excluded share (if any) held by a subsidiary of Varian (other than shares held on behalf of third parties) immediately prior to the effective time will be converted into that number of shares of common stock of the surviving corporation that bears the same ratio to the aggregate number of outstanding shares of common stock of the surviving corporation immediately after the effective time as the value of such excluded share bore to the aggregate value of all shares of Varian common stock immediately prior to the effective time. Shares of Varian common stock owned by stockholders who have not voted in favor of the merger and who are entitled to demand and have properly demanded their rights to be paid the fair value of such shares in accordance with Section 262 of the DGCL will not be cancelled and converted into the merger consideration. Such stockholders will instead be entitled to the appraisal rights granted by Section 262 of the DGCL, as described in the section entitled “Appraisal Rights.”

Each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time will be converted into one share of common stock of the surviving corporation.

Procedures for Surrendering Shares for Payment

Siemens Healthineers Holding will deposit, or will cause to be deposited, with a paying agent selected by Siemens Healthineers Holding and reasonably acceptable to Varian, for the benefit of the holders of Varian common stock (other than excluded shares) and pursuant to a paying agent agreement in form and substance reasonably acceptable to Siemens Healthineers Holding and Varian, cash in U.S. dollars in the aggregate amount sufficient for the paying agent to make the payment of the merger consideration to Varian stockholders.

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As soon as reasonably practicable after the effective time, the paying agent will mail to each holder of Varian common stock (other than excluded shares, dissenting shares and unvested shares) immediately prior to the effective time a letter of transmittal, which will not be required to be mailed to holders of book-entry shares if the paying agent does not customarily require a letter of transmittal with respect to book-entry shares representing shares of Varian common stock, and instructions for effecting the surrender of the certificate or book-entry shares in exchange for the amount to which such stockholder is entitled as a result of the merger pursuant to the merger agreement. Upon delivery of the letter of transmittal, if required, duly executed by the applicable stockholder and the surrender of the certificate representing shares of Varian common stock, or an effective affidavit of loss in lieu of such certificate, or the delivery of an “agent’s message” in respect of book-entry shares to the paying agent in accordance with the terms of such letter of transmittal, the holder of such certificate or book-entry shares will be entitled to receive the merger consideration for such shares.

In the event that any certificate representing shares of Varian common stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Siemens Healthineers Holding or the paying agent, the posting by such person of a bond in customary amount as Siemens Healthineers Holding or the paying agent may reasonably direct as indemnity against any claim that may be made against the paying agent or the surviving corporation with respect to such certificate, the paying agent will pay an amount in cash in U.S. dollars, after giving effect to any tax withholding, equal to consideration that would be payable in respect thereof pursuant to the merger agreement.

In the event that any transfer or other similar taxes become payable by reason of a transfer of ownership of shares of Varian common stock that is not registered in the transfer records of Varian or otherwise because of the payment of the merger consideration in any name other than that of the registered holder, cash in U.S. dollars to be delivered upon due surrender of the certificate representing shares of Varian common stock will be issued to such holder or transferee if the certificate formerly representing such shares of Varian common stock is presented to the paying agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any such taxes have been paid or are not applicable.

No interest will be paid or accrued on any amount payable upon due surrender of the certificates representing shares of Varian common stock, or affidavits of loss, as the case may be, or book-entry shares. Any portion of the funds deposited with the paying agent for payment to the stockholders that remains unclaimed by the stockholders of Varian for one year after the effective time will be delivered to the surviving corporation. Any holder of Varian common stock will thereafter look only to the surviving corporation for payment of the merger consideration.

Withholding

Each of the paying agent, Varian and the surviving corporation are entitled to deduct and withhold from amounts otherwise payable pursuant to the merger agreement such amounts as they are required to deduct and withhold with respect to the making of such payment under the Code or any other applicable state, local or foreign tax law. To the extent that amounts are withheld and paid to the applicable governmental entity, such amounts will be treated as having been paid to the person in respect of which such deduction and withholding was made.

Treatment of Varian Equity-Based Awards

Stock Options and Stock Appreciation Rights. At the effective time, each outstanding stock option or SAR granted under Varian’s 2005 Omnibus Stock Plan, whether vested or unvested, will as of the effective time, become fully vested and be converted into the right to receive at the effective time an amount in cash equal to the product of (x) the total number of shares of Varian common stock subject to such stock option or SAR and (y) the excess, if any, of the amount of the merger consideration per share of Varian common stock over the exercise price per share of Varian common stock subject to such stock option or SAR, with the aggregate amount

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of such payment rounded down to the nearest cent, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or other applicable tax law with respect to the making of such payment.

Stock-Based Awards. At the effective time, each Stock-Based Award granted prior to October 3, 2020, whether vested or unvested, will cease to represent a right or award with respect to shares of Varian common stock, will become fully vested and will entitle the holder thereof to receive, at the effective time, an amount in cash equal to the merger consideration in respect of each share of Varian common stock underlying such Stock-Based Award, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or other applicable tax law with respect to the making of such payment. At the effective time, each Stock-Based Award granted on or after October 3, 2020 will be converted into the right to receive a cash payment equal to the merger consideration in respect of each share of Varian common stock underlying such Stock-Based Award, and will remain subject to the original vesting schedule and continued service requirement, with acceleration of vesting upon certain qualifying terminations of employment.

Performance Awards. For stock options and Stock-Based Awards that vest in whole or in part based on the achievement of performance goals, the level of performance goal achievement used to determine the number of shares underlying such stock option or Stock-Based Award will be deemed to equal the target number of shares of Varian common stock subject to the applicable stock option or Stock-Based Award as of the effective time.

Effect upon the Employee Stock Purchase Plan

Varian may continue to operate the ESPP in accordance with its terms, in the ordinary course of business consistent with past practice, but will not: (i) initiate any new offering or offering period under the ESPP other than to replace an expiring offering or offering period (as applicable) on substantially the same terms and conditions as such expiring offering or offering period (as applicable); and/or (ii) increase the aggregate number of shares available for purchase under the ESPP. With respect to each option then-outstanding under the ESPP, the fifth business day immediately prior to the effective time of the merger will be automatically deemed to be a purchase date (under the ESPP) and all then-outstanding options granted under the ESPP will be exercised on such date in accordance with the terms and conditions of the ESPP. Varian will cause the ESPP to terminate as of the effective time of the merger.

Representations and Warranties

Varian’s representations and warranties to Siemens Healthineers Holding and Merger Sub in the merger agreement relate to, among other things:

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Siemens Healthineers Holding’s and Merger Sub’s representations and warranties to Varian in the merger agreement relate to, among other things:

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None of the representations and warranties in the merger agreement survive the effective time.

Definition of “Company Material Adverse Effect”

Many of the representations and warranties in the merger agreement are qualified by a “Company Material Adverse Effect” (as defined below) standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct has had or would reasonably be expected to have a Company Material Adverse Effect). For purposes of the merger agreement, a “Company Material Adverse Effect” means any developments, occurrences, events, changes, effects, circumstances, conditions, facts or state of facts that, individually or in the aggregate, are materially adverse to the business, financial condition or operations of Varian and its subsidiaries, taken as a whole, provided, however, that any of the following will not be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur:

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except, in the case of the first four bullets and the eighth and ninth bullets above (other than, for the fourth and ninth bullets above, any developments, occurrences, events, changes, effects, circumstances, conditions, facts or state of facts with respect to COVID-19 or the COVID-19 Measures or an escalation or worsening thereof (including any second or subsequent wave(s))), to the extent (and only to the extent) such developments, occurrences, events, changes, effects, circumstances, conditions, facts or state of facts referred to therein (i) are not otherwise excluded from the definition of Company Material Adverse Effect and (ii) have a disproportionate adverse impact on Varian and its subsidiaries, taken as a whole, relative to other similarly situated companies in the industries and in the geographic markets in which Varian and its subsidiaries conduct their businesses.

Conduct of the Business Pending the Merger

Varian has agreed to certain covenants in the merger agreement restricting the conduct of its business between the date of the merger agreement and the effective time (or any earlier termination of the merger agreement). In general, except as may be required by applicable law or any governmental entity of competent jurisdiction, as may be required or expressly contemplated by the merger agreement, as set forth on the disclosure schedules to the merger agreement, as may be consented to in writing by Siemens Healthineers Holding (not to be unreasonably conditioned, withheld or delayed; provided that Siemens Healthineers Holding will be deemed to have consented in writing if it provides no response within five business days after a request by Varian for such consent), or for any actions taken reasonably and in good faith to respond to any COVID-19 Measures (provided that prior to taking any material actions that Varian intends to take, to the extent Varian intends to take such actions in reliance on this exception, Varian will use commercially reasonable efforts to provide advance notice to and consult with Siemens Healthineers Holding (if reasonably practicable) prior to taking such actions), Varian is required to use commercially reasonable efforts to, and to cause each of its subsidiaries to use its commercially reasonable efforts to, conduct the business of Varian and its subsidiaries in all material respects in the ordinary course of business and, to the extent consistent with such ordinary course of business, use commercially reasonable efforts to preserve its assets and business organization intact in all material respects.

In addition, Varian (on behalf of itself and its subsidiaries) agreed to restrictions between the date of the merger agreement and the effective time (or any earlier termination of the merger agreement) on, among other things and with certain exceptions (including if required by applicable law or any governmental entity of competent jurisdiction, consented to in writing by Siemens Healthineers Holding, as required or expressly contemplated by the merger agreement or as set forth on the disclosure schedules to the merger agreement and including, in certain cases, ordinary course of business exceptions):

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Siemens Healthineers Holding also agreed to restrictions between the date of the merger agreement and the effective time on (i) entering into or consummating any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) of any ownership interest or assets of any person; or (ii) taking or agreeing to take any other action (including entering into agreements with respect to any equity investments, joint ventures, acquisitions, mergers, consolidations or business combinations), which in the case of clause (i) or (ii), would be reasonably likely to (A) result in the failure to obtain or materially delay any approvals of any governmental entity required in connection with the transactions contemplated by the merger agreement, or (B) otherwise prevent, materially impair or materially delay the closing.

Board Obligation to Call a Stockholders’ Meeting

Varian has agreed in the merger agreement to take all actions in accordance with applicable law, its certificate of incorporation and bylaws to duly call, give notice of, convene and hold the meeting of Varian stockholders to approve and adopt the merger agreement as promptly as reasonably practicable following the mailing of this proxy statement.

Non-Solicitation Covenant

Subject to certain exceptions, Varian has agreed that it and its subsidiaries will not, and will direct and cause its and its subsidiaries’ officers and employees, and accountants, consultants, legal counsel, financial advisors, agents and other representatives acting at Varian’s direction or on its behalf, not to, directly or indirectly:

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Varian also agreed to immediately cease any discussions or negotiations with any person (other than Siemens Healthineers Holding and its representatives) with respect to an Alternative Proposal or potential Alternative Proposal and terminate access granted to any third party or its representatives to any electronic data room maintained by Varian or its subsidiaries with respect to the transactions contemplated by the merger agreement (and in any event within 36 hours following the date of the merger agreement). In addition, Varian agreed that it and its subsidiaries will not voluntarily release any third party that entered into a confidentiality agreement with Varian or any of its subsidiaries with respect to a possible Alternative Proposal from, or waive, amend or modify any provision of, or grant any permission under, (x) any standstill provision in any such agreement or (y) any confidentiality provision in any such agreement other than, with respect to clause (x), to the extent the Varian Board concludes in good faith, after consultation with its financial advisors and outside legal counsel, the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law.

Notwithstanding the restrictions described above, if at any time prior to obtaining the approval and adoption of the merger agreement by the Varian stockholders, Varian or any of its representatives receives an Alternative Proposal that did not result from a material breach of the non-solicitation covenant which the Varian Board determines in good faith, after consultation with its outside financial advisor and outside legal counsel, constitutes or could reasonably be expected to result in a Superior Proposal, then Varian and its representatives may:

Varian has agreed to promptly, and in any event within 36 hours, notify Siemens Healthineers Holding orally and in writing of the receipt of any Alternative Proposal and, in any such written notice to Siemens Healthineers Holding, include copies of any written materials submitted in connection with such Alternative Proposal (provided that, if required by any confidentiality agreement entered into with the person making such proposal prior to the date of the merger agreement, Varian may exclude or redact the identity and other identifying information regarding the person making such proposal), a summary of any material terms of such Alternative Proposal that were conveyed orally and indicate the identity of the person making such proposal (to the extent not prohibited by any confidentiality agreement entered into with such person prior to the date of the merger agreement) and the material terms and conditions of such proposal and thereafter to promptly (within 36 hours) keep Siemens Healthineers Holding reasonably informed on a current basis of any material change to the terms of any such Alternative Proposal. Varian has agreed that it and its subsidiaries will not enter into any agreement with any person after the date of the merger agreement that prohibits Varian from providing any information to Siemens Healthineers Holding in accordance with or otherwise complying with the non-solicitation covenant.

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For purposes of the merger agreement, “Alternative Proposal” means any bona fide proposal or offer made by any person or group of related persons (other than a proposal or offer by Siemens Healthineers Holding or any of its subsidiaries) for (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving Varian or any of its subsidiaries pursuant to which any person or group of related persons would beneficially own or control, directly or indirectly, 20% or more (on a non-diluted basis) of Varian common stock, (ii) the acquisition by any person of a business or assets (including any capital stock or other securities) that constitutes or includes 20% or more of the consolidated assets, net revenues or net income of Varian and its subsidiaries, taken as a whole, (iii) the issuance to or acquisition by any person of 20% (on a non-diluted basis) or more of the outstanding shares of Varian common stock, or (iv) a tender offer, exchange offer or any other transaction or series of transactions that, if consummated, would result in any person or group of related persons, directly or indirectly, beneficially owning or having the right to acquire beneficial ownership of capital stock or other equity interests representing 20% or more (on a non-diluted basis) of Varian common stock.

For purposes of the merger agreement, “Superior Proposal” means a written Alternative Proposal made after the date of the merger agreement by any person that did not result from a material breach of the non-solicitation covenant on terms that the Varian Board determines in good faith, after consultation with Varian’s financial advisors and outside legal counsel, are more favorable to Varian’s stockholders than the transactions contemplated by the merger agreement, taking into account the financial, legal, regulatory, conditionality (including whether such proposal is reasonably likely to be consummated if accepted) and other aspects of such proposal; provided that solely for purposes of defining a “Superior Proposal” all references in the definition of “Alternative Proposal” to “20%” will be deemed to be a reference to “50%.”

Changes in Board Recommendation

Except as provided in the paragraphs below, under the terms of the merger agreement, the Varian Board has agreed not to (i) withdraw, withhold, qualify or modify in a manner adverse to Siemens Healthineers Holding or Merger Sub, or resolve to or publicly propose to withdraw, withhold, qualify or modify in a manner adverse to Siemens Healthineers Holding or Merger Sub, the recommendation that the stockholders of Varian approve the adoption of the merger agreement (the “Recommendation”), (ii) approve or publicly propose to approve any letter of intent, agreement in principle, acquisition agreement or other agreement (other than a confidentiality agreement pursuant to the provisions of the merger agreement) relating to any Alternative Proposal, (iii) approve or recommend, or resolve to or publicly propose to approve, endorse or recommend, any Alternative Proposal or a definitive agreement providing for an Alternative Proposal (a “Company Acquisition Agreement”), (iv) fail to include in this proxy statement the Recommendation, (v) fail to recommend against any Alternative Proposal (including by taking no position or a neutral position with respect to such Alternative Proposal) that is a tender or exchange offer subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten business days after the commencement of such tender or exchange offer or (vi) fail to publicly reaffirm the Recommendation within ten business days of Siemens Healthineers Holding’s written request to do so following the public disclosure of an Alternative Proposal (other than an Alternative Proposal involving a tender or exchange offer addressed in clause (v)) (provided, however, that the Varian Board will only be required to make such reaffirmation on one occasion with respect to any one Alternative Proposal (with each material amendment to the price terms of such Alternative Proposal triggering one additional Siemens Healthineers Holding right to request reaffirmation)) (the actions described in clauses (i) through (vi) above being referred to as a “Change of Recommendation”).

Notwithstanding the foregoing, prior to the approval and adoption of the merger agreement by the Varian stockholders, in response to an Alternative Proposal that did not result from a material breach of the obligations described in the section entitled “—Non-Solicitation Covenant,” if the Varian Board determines in good faith, after consultation with its financial advisors and outside legal counsel that:

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then the Varian Board may effect a Change of Recommendation and/or authorize or cause Varian to terminate the merger agreement and concurrently with such termination enter into a Company Acquisition Agreement with respect to such Superior Proposal (and Varian may terminate the merger agreement and concurrently with such termination enter into a Company Acquisition Agreement with respect to such Superior Proposal); provided that prior to taking any such action:

Notwithstanding the foregoing, prior to the approval and adoption of the merger agreement by the Varian stockholders, the Varian Board may effect a Change of Recommendation in response to an Intervening Event if:

For purposes of the merger agreement, “Intervening Event” means any event, change, effect, development, state of facts, condition or occurrence that materially affects the business, financial condition, assets, liabilities or operations of Varian and its subsidiaries, taken as a whole, and that was not known to the Varian Board as of the date of the merger agreement (or if known, the material consequences were not reasonably foreseeable as of the date of the merger agreement); provided, however, that in no event will the following events, changes or developments constitute an Intervening Event: (i) the receipt, existence or terms of an Alternative Proposal or any matter relating thereto or consequence thereof, (ii) changes in the market price or trading volume of Varian common stock or any other securities of Varian, Siemens Healthineers Holding or their respective subsidiaries, or any change in credit rating or the fact that Varian meets or exceeds internal or published estimates, projections, forecasts or predictions for any period (however the facts or occurrences giving rise or contributing to such changes may be taken into account to the extent not otherwise excluded), (iii) unless reasonably required for the Varian Board to consider to satisfy its fiduciary duties under applicable law, changes in general economic, political or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond and/

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or debt prices), (iv) unless reasonably required for the Varian Board to consider to satisfy its fiduciary duties under applicable law, changes in GAAP, other applicable accounting rules or applicable law or, in any such case, changes in the interpretation thereof, or (v) unless reasonably required for the Varian Board to consider to satisfy its fiduciary duties under applicable law, any improvements in conditions resulting from or relating to COVID-19 existing as of the date of the merger agreement, including improvements in economic or operating conditions.

Required Efforts to Consummate the Merger

Subject to certain exceptions described below, Siemens Healthineers Holding, Merger Sub and Varian have agreed to (and to cause their subsidiaries to), and Siemens Healthineers Holding has agreed to cause Siemens Healthineers Parent and Siemens Healthineers Parent’s controlled affiliates to, use their respective reasonable best efforts (subject to, and in accordance with, applicable law) to promptly take all actions necessary under applicable laws to consummate and make effective the merger and the other transactions contemplated by the merger agreement, including (i) the obtaining of all necessary approvals from third parties, (ii) the defending of any lawsuits or other legal proceedings challenging the merger agreement or the consummation of the transactions contemplated by the merger agreement and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by the merger agreement; provided, however, that in no event will Siemens Healthineers Holding, Varian or any of their subsidiaries or Siemens Healthineers Parent or any controlled affiliates of Siemens Healthineers Parent be required to pay prior to the effective time any fee, penalty or other consideration to any third party for any approval required for the consummation of the transactions contemplated by the merger agreement under any contract or agreement (for the avoidance of doubt excluding filing fees required to be paid to a governmental entity).

Siemens Healthineers Holding has further agreed to (and to cause Siemens Healthineers Parent and Siemens Healthineers Parent’s controlled affiliates to), and with respect to CFIUS, as applicable, Varian has also agreed to (and to cause its subsidiaries to) upon Siemens Healthineers Holding’s written request, use its reasonable best efforts, and take, and cause Siemens Healthineers Parent and Siemens Healthineers Parent’s controlled affiliates to take, promptly any and all steps necessary, to avoid and, if necessary, eliminate, each and every impediment under any regulatory law that may be asserted by any governmental entity, so as to enable the closing of the merger to occur as promptly as reasonably practicable (and in any event no later than the End Date), including, but not limited to:

(i) proposing, negotiating, committing to and/or effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of Siemens Healthineers Holding’s, Siemens Healthineers Parent’s or any of their respective subsidiaries or Siemens Healthineers Parent’s controlled affiliates’ assets, properties or businesses or of Varian’s (or any of its subsidiaries’) assets, properties or businesses to be acquired by Siemens Healthineers Holding under the merger agreement, and the entrance into such other arrangements, in each case, as are necessary to obtain an approval under any regulatory law or to effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding pursuant to any regulatory law, which would otherwise have the effect of restraining or preventing the consummation of the transactions contemplated by the merger agreement by the End Date;

(ii) creating, terminating, modifying, amending or divesting relationships, ventures, contractual rights or obligations, including entering into, or offering or committing to enter into any supply or services agreements involving Siemens Healthineers Holding’s, Siemens Healthineers Parent’s, their respective subsidiaries’ or Siemens Healthineers Parent’s controlled affiliates’ or Varian’s products or services or restrictions on Siemens Healthineers Holding’s, Siemens Healthineers Parent’s or any of their respective subsidiaries’ or Siemens Healthineers Parent’s controlled affiliates’ or Varian’s businesses requested by any governmental entity, in each case, as are necessary to obtain an approval under any regulatory law, or to effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding pursuant to any regulatory law, which would otherwise have the effect of restraining or preventing the consummation of the transactions contemplated by the merger agreement by the End Date;

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(iii) defending through litigation on the merits, jointly with Varian (as requested by Siemens Healthineers Holding or required by law or by the applicable governmental entity) any claim asserted in court, pursuant to any regulatory law or by any person to avoid entry of, or have vacated or terminated, any decree, order or judgment under any regulatory law that would restrain or prevent the closing from occurring by the End Date; and

(iv) taking all other actions and doing all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by the merger agreement.

The merger agreement provides, however, that Siemens Healthineers Holding, its subsidiaries and its affiliates will not be required to commit to or effect any action or agreement that is not conditioned upon the consummation of the merger, and that Siemens Healthineers Holding, its subsidiaries and its affiliates will not be required to (and Varian and its subsidiaries will not, without Siemens Healthineers Holding’s prior written consent) offer, propose, negotiate, commit to, take or effect any of the actions specified in clauses (i) through (iv) above that would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Varian and its subsidiaries, taken as a whole, or Siemens Healthineers Holding and its subsidiaries and Siemens Healthineers Parent and Siemens Healthineers Parent’s controlled affiliates, taken as a whole, in each case measured on a scale relative to Varian and its subsidiaries, taken as a whole.

In furtherance and not in limitation of the covenants described above, Varian and Siemens Healthineers Holding have agreed to, and Siemens Healthineers Holding has agreed to cause Siemens Healthineers Parent to:

(i) within 20 business days after the date of the merger agreement, make their respective filings and thereafter make any other required submissions under the HSR Act;

(ii) as promptly as reasonably practicable after the date of the merger agreement, make all filings required under the regulatory laws listed on Siemens Healthineers Holding’s disclosure schedule;

(iii) consult and cooperate with each other in connection with making all filings under the HSR Act and the other regulatory laws listed on Siemens Healthineers Holding’s disclosure schedule, communications, submissions, and any other actions pursuant to the regulatory efforts covenant;

(iv) promptly provide information and documents in response to any requests from governmental entities pursuant to regulatory laws; and

(v) subject to applicable legal limitations and the instructions of any governmental entity, keep each other apprised on a current basis of the status of matters relating to the completion of the transactions contemplated by the merger agreement, including promptly furnishing the other with copies of notices or other communications received by Varian or Siemens Healthineers Holding or Siemens Healthineers Parent, as the case may be, or any of their respective subsidiaries or affiliates, from any third party and/or any governmental entity with respect to such transactions.

Employee Benefits Matters

Siemens Healthineers Holding has agreed to honor all existing employee benefit plans and compensation arrangements and agreements in accordance with their terms. In addition, Siemens Healthineers Holding has agreed for a one -year period, beginning at the effective time of the merger, to provide or cause one of its affiliates to provide to each current employee of Varian and its subsidiaries who continues in employment with Siemens Healthineers Holding or one of its affiliates following the effective time of the merger (each, a “Company Employee”) an annual base salary or wage rate, as applicable, at least equal to that provided to the applicable Company Employee immediately prior to the effective time of the merger, cash incentive opportunities (excluding equity or equity-linked incentives) that are no less favorable, in the aggregate, than those provided to the applicable Company Employee immediately prior to the effective time of the merger, and

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health, welfare and retirement benefits (excluding any defined benefit pension benefits (whether or not tax-qualified) in the United States and any excess benefit or supplemental executive retirement benefits) that are no less favorable, in the aggregate, than the health, welfare and retirement benefits provided to the applicable Company Employee immediately before the effective time of the merger.

Siemens Healthineers Holding has agreed for a one -year period, beginning at the effective time of the merger, to provide or to cause to be provided to any Company Employee (excluding each Company Employee who, as of immediately prior to the effective time, is party to an individual agreement or arrangement with Varian or any of its subsidiaries that entitles such Company Employee to superior severance payments or benefits) whose employment is terminated by Siemens Healthineers Holding or one of its subsidiaries (including Varian) in a severance qualifying termination, severance payments and benefits that are no less favorable than the applicable severance payments and benefits provided by the applicable Varian severance arrangement substantially in effect as of the date of the merger agreement (subject to timely execution of an effective release of claims).

For all purposes (including purposes of vesting under any tax-qualified retirement plan, eligibility to participate and level of benefits) under the employee benefit plans of Siemens Healthineers Holding and its subsidiaries providing benefits to any Company Employee following the effective time of the merger (collectively, the “New Plans”) Siemens Healthineers Holding has agreed to credit each such Company Employee with his or her years of service with Varian and its subsidiaries and their respective predecessors before the effective time of the merger, to the same extent as the applicable Company Employee was entitled, before the effective time of the merger, to credit for such service under any similar Old Plan (as defined below) in which such Company Employee participated immediately prior to the effective time of the merger (other than with respect to benefit accrual under any final average pay defined benefit pension plan or to the extent that its application would result in a duplication of benefits with respect to the same period of service). In addition, and without limiting the generality of the foregoing, to the extent permitted under the terms of the New Plans:

(A) Siemens Healthineers Holding has agreed to ensure that each such Company Employee is immediately eligible to participate, without any waiting time, in any New Plans applicable to such Company Employee to the extent that no waiting period would have applied under the corresponding Varian benefit plan in which such Company Employee participated immediately before the effective time of the merger (such plans, collectively, the “Old Plans”); and

(B) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any such Company Employee, Siemens Healthineers Holding has agreed to cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable Old Plans of Varian or its subsidiaries in which such Company Employee participated immediately prior to the effective time of the merger and Siemens Healthineers Holding has agreed to cause any eligible expenses incurred by such Company Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Company Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan, to the extent that such expenses were recognized for such purposes under the corresponding Old Plan(s).

If requested by Siemens Healthineers Holding at least ten business days prior to the effective time of the merger, effective no later than the day immediately prior to the closing date of the merger, Varian will take or cause to be taken all actions necessary to terminate, as of the effective time of the merger, its 401(k) plan, subject to the consummation of the merger. No later than five (5) business days prior to the closing date of the merger, Varian must provide Siemens Healthineers Holding with evidence that it has taken action to terminate its 401(k) plan pursuant to resolutions of its board of directors.

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Directors’ and Officers’ Indemnification and Insurance

Siemens Healthineers Holding and Merger Sub have agreed that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of Varian or its subsidiaries as provided in their respective certificate of incorporation or by-laws or other organizational documents or in any agreement that will survive the merger and continue in full force and effect. For a period of six years from the effective time, Siemens Healthineers Holding has agreed to, and has agreed to cause the surviving corporation to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Varian’s and any if its subsidiaries’ certificate of incorporation and by-laws or similar organizational documents in effect immediately prior to the effective time, and to not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the effective time were current or former directors, officers or employees of Varian or any of its subsidiaries; provided, however, that all rights to indemnification in respect of any action, suit, proceeding or arbitration and appeal thereof (“Proceeding”) pending or asserted or any claim made within such period will continue until the disposition of such Proceeding or resolution of such claim.

Siemens Healthineers Holding has agreed, and has agreed to cause the surviving corporation to, to the fullest extent permitted under applicable law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director or officer of Varian and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Varian (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened Proceeding, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred whether before, at or after the effective time (including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request of or for the benefit of Varian). In the event of any such actual or threatened Proceeding, Siemens Healthineers Holding has agreed to, and has agreed to cause the surviving corporation to, cooperate with the Indemnified Party in the defense of any such actual or threatened Proceeding.

Prior to the effective time, Varian will purchase a six-year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Varian and its subsidiaries with respect to matters arising on or before the effective time, covering without limitation the merger and the other transactions contemplated by the merger agreement. If Varian obtains such “tail” prepaid policy prior to the effective time, Siemens Healthineers Holding and the surviving corporation have agreed to cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the surviving corporation, and no other party shall have any further obligation to purchase or pay for insurance pursuant to the merger agreement. In the event that such a “tail” policy is not obtained, for a period of six years from the effective time, Siemens Healthineers Holding and the surviving corporation will cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Varian and its subsidiaries with respect to matters arising on or before the effective time; provided, however, that after the effective time, Siemens Healthineers Holding will not be required to pay annual premiums in excess of 300% of the last annual premium paid by Varian prior to the date of the merger agreement in respect of the coverages required by the merger agreement, but in such case will purchase as much coverage as reasonably practicable for such amount.

Financing and Financing Cooperation

Siemens Healthineers Holding and Merger Sub have represented and warranted that they will have available at the effective time, all funds necessary for the payment of the aggregate merger consideration and sufficient for

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the satisfaction of all of Siemens Healthineers Holding’s and Merger Sub’s obligations under the merger agreement, including any other amounts payable by Siemens Healthineers Holding, Merger Sub, the surviving corporation or any of their respective subsidiaries in connection with the merger agreement and the transactions contemplated thereby. The obligations of Siemens Healthineers Holding and Merger Sub under the merger agreement are not subject to any financing condition.

Subject to certain exceptions described below, Varian has agreed to, and has agreed to cause its subsidiaries to, use reasonable best efforts to provide, upon the reasonable request of Siemens Healthineers Holding, such cooperation as is necessary and customary to assist Siemens Healthineers Holding and its affiliates in the preparing for and consummating a potential equity or debt issuance for the purpose of financing the merger (the “Financing”). Such cooperation may include (a) providing to Siemens Healthineers Holding or its affiliates and the lenders under such financing, as promptly as practicable after their written request, all customary historical financial and other information of Varian and its subsidiaries required to be made available for purposes of the arrangement or consummation of the Financing; (b) if requested by Siemens Healthineers Holding in writing, assist Siemens Healthineers Holding or its affiliates in the preparation of customary prospectuses and/or offering documents, private placement memoranda and similar marketing documents and ratings agency presentation materials (together the “Marketing Documents”) required in connection with the consummation of the Financing; and (c) if requested by Siemens Healthineers Holding in writing, cooperate with the advisors retained by Siemens Healthineers Holding or its affiliates for the purpose of producing customary pro forma financial information on Varian and its subsidiaries under applicable accounting standards and procedures for purposes of inclusion in the Marketing Documents, if required in connection with the consummation of the Financing.

None of Varian or any of its subsidiaries shall be required to (i) execute prior to the closing any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Financing, (ii) take any action that would reasonably be expected to cause any condition to closing set forth in the merger agreement to fail to be satisfied, (iii) take any action that would reasonably be expected to cause any violation, breach or default (with or without notice, lapse of time, or both) of the merger agreement or any contract to which Varian or any of its subsidiaries is a party, (iv) take any action that would conflict with the organizational documents of Varian or any of its subsidiaries or any laws, (v) take any action that would cause any director, officer, employee or stockholder of Varian or any of its subsidiaries to incur any personal liability, (vi) provide access to or disclose information in a way that Varian or any of its subsidiaries determines would jeopardize any attorney-client or other privilege of Varian or any of its subsidiaries, (vii) take any corporate actions prior to the closing to permit the consummation of, or otherwise in connection with, the Financing, (viii) prepare any financial statements or information that are not available to Varian and prepared in the ordinary course of its financial reporting practice, (ix) pay any fees, reimburse any expenses or otherwise incur any liability or give any indemnities prior to the effective time of the merger, or (x) take any action to the extent it would unreasonably disrupt the conduct of the Varian’s or any of its subsidiaries’ respective businesses. Siemens Healthineers Holding will also indemnify Varian and its subsidiaries from and against all damages, expenses, liabilities and costs incurred in connection with the Financing or any cooperation or information provided in connection therewith.

Varian’s and its subsidiaries’ compliance with this covenant is not a condition to closing unless Varian has willfully and materially breached such obligations and such willful and material breach is the principal cause of the Financing not being obtained by the End Date.

Other Covenants

The merger agreement contains other covenants relating to access to information, takeover statutes, publicity, stockholder litigation, stock exchange delisting and deregistration, director resignations, repayment and termination of Varian’s existing credit agreement and certain actions that Varian will consider in good faith regarding a potential pre-closing reorganization for Varian’s subsidiaries if reasonably requested by Siemens Healthineers Holding.

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Conditions to the Completion of the Merger

The obligations of Varian, Siemens Healthineers Holding and Merger Sub to effect the merger are subject to the satisfaction or waiver (to the extent permitted by applicable law and other than the first condition below with respect to stockholder approval and adoption of the merger agreement, which may not be waived by any party) at or prior to the effective time of each of the following conditions:

The obligations of Varian to effect the merger are also subject to the fulfillment of the following conditions:

The obligations of Siemens Healthineers Holding and Merger Sub to effect the merger are also subject to the fulfillment of the following conditions:

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Termination of the Merger Agreement

Mutual Termination Right

The merger agreement may be terminated and abandoned at any time prior to the effective time by the mutual written consent of Varian and Siemens Healthineers Holding.

Termination Rights Exercisable by Either Varian or Siemens Healthineers Holding

The merger agreement may also be terminated prior to the effective time by either Varian or Siemens Healthineers Holding if:

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Varian Termination Rights

Varian may also terminate the merger agreement prior to the effective time if:

Siemens Healthineers Holding Termination Rights

Siemens Healthineers Holding may also terminate the merger agreement prior to the effective time if:

Termination Fee Payable by Varian

Varian has agreed, if requested by Siemens Healthineers Holding, to pay to Siemens Healthineers Holding a termination fee of $450 million in cash (the “Varian Termination Fee”) in the following circumstances:

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In no event will Varian be obligated to pay the Varian Termination Fee on more than one occasion.

Termination Fee Payable by Siemens Healthineers Holding

Siemens Healthineers Holding has agreed if requested by Varian, to pay to Varian a termination fee of $925 million in cash (the “Antitrust Termination Fee”) in the following circumstances:

In no event will Siemens Healthineers Holding be obligated to pay the Antitrust Termination Fee on more than one occasion.

Siemens Healthineers Holding has agreed, if requested by Varian, to pay to Varian a termination fee of $450 million in cash (the “CFIUS Termination Fee”) in the following circumstances:

In no event will Siemens Healthineers Holding be obligated to pay the CFIUS Termination Fee on more than one occasion, and in no event will Siemens Healthineers Holding be obligated to pay both the Antitrust

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Termination Fee and the CFIUS Termination Fee. In the event the merger agreement is terminated at a time when both an Antitrust Order has become final and non-appealable, and a CFIUS Order has become final, the applicable termination fee payable by Siemens Healthineers Holding will be determined based on which of the Antitrust Order and the CFIUS Order has first become final (and non-appealable, as applicable).

Exclusive Remedy

The merger agreement provides that each party to the merger agreement may seek to compel the other party to specifically perform its obligations under the merger agreement and/or seek damages should such other party breach its obligations under the merger agreement.

The merger agreement also provides that, upon the request in writing by Varian within 60 business days following an applicable termination of the merger agreement, Siemens Healthineers Holding will pay to Varian the applicable Antitrust Termination Fee or CFIUS Termination Fee, and upon the subsequent payment by Siemens Healthineers Holding to Varian of such termination fee, such payment will be the sole and exclusive remedy of Varian with respect to the termination of the merger agreement. The merger agreement also provides that, upon request in writing by Siemens Healthineers Holding within 60 business days following an applicable termination of the merger agreement, Varian will pay to Siemens Healthineers Holding the Varian Termination Fee, and upon the subsequent payment by Varian to Siemens Healthineers Holding of such termination fee, such payment will be the sole and exclusive remedy of Siemens Healthineers Holding, Merger Sub and their respective affiliates with respect to the termination of the merger agreement. If either Varian or Siemens Healthineers Holding does not request the applicable termination fee when payable within the applicable 60 business day period, then Varian or Siemens Healthineers Holding, as applicable, will be deemed to have irrevocably waived receipt of such fee and will have no further right to receive such fee.

Fees and Expenses

Except as otherwise provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement generally will be paid by the party incurring such costs or expenses. Siemens Healthineers Holding will pay the filing fee in connection with any joint voluntary notice submitted to CFIUS.

Amendments, Waivers

At any time prior to the effective time, the parties may modify or amend the merger agreement or waive any condition to the consummation of the merger, in each case, in writing, except that after the approval and adoption of the merger agreement by the Varian stockholders has been obtained, if any such amendment or waiver requires further approval of the stockholders, either pursuant to applicable law or in accordance with NYSE rules and regulations, the effectiveness of such amendment or waiver will be subject to the approval of the Varian stockholders.

Governing Law and Venue, Waiver of Jury Trial

The parties agreed that the merger agreement will be governed by Delaware law, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party agreed to irrevocably and unconditionally submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) for purposes of any suit, action or other proceeding arising out of the merger agreement or the transactions contemplated by the merger agreement. Each party further irrevocably and unconditionally waived any right such party may have to a trial by jury with respect to any action, suit or proceeding directly or indirectly arising out of or relating to the merger agreement or the transactions contemplated by the merger agreement.

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