Varian Medical Systems, Inc. (NYSE:VAR) agreed to the spin off of imaging components business on May 23, 2016. Imaging Components business will operate as a new, stand-alone public company via a tax-free distribution to Varian's stockholders. In the distribution, Varian stockholders would receive 0.4 share of Varex common stock for every one share of Varian common stock held as of January 20, 2017, the record date for the distribution. The new entity will operate as Varex Imaging Corporation. The spin-off will be subject to numerous conditions, including final approval by the Varian Board of Directors, effectiveness of a Registration Statement on Form 10 to be filed with the Securities and Exchange Commission, and receipt of an opinion of counsel regarding the federal income tax treatment of the spin-off. Varian expects to incur an estimated $35 million in charges for transaction advisory services. Varex Imaging will be the name for the imaging components business upon the completion of the planned spin-off. Beginning on or about January 20, 2017 and continuing up to the distribution date, it is expected that "when issued" trading will begin for Varex shares on the Nasdaq Global Select Market under the ticker symbol "VREXV". Varex shares are expected to begin "regular way" trading on Monday, January 30, 2017 on Nasdaq under the ticker symbol "VREX". Varian will continue to trade on the New York Stock Exchange under the ticker symbol "VAR". Varian Medical Systems, Inc.'s Board of Directors has approved the transaction on January 10, 2017. Varian Medical does not expect the spin-off to impact the company's non-GAAP financial guidance for fiscal year 2016. The transaction is anticipated to be completed by the end of calendar year 2016. JP Morgan acted as financial advisor for Varian Medical. Varian will receive an approximate $200 million cash transfer from Varex Imaging immediately prior to the stock distribution. Varex Imaging will borrow approximately $200 million to fund this cash transfer. The distribution is expected to be completed on January 27, 2017.

Varian Medical Systems, Inc. (NYSE:VAR) completed the spin off of imaging components business for $937.0 million on January 28, 2017. The business will operate as Varex Imaging Corporation (NasdaqGS:VREX.V) and has 38 million shares outstanding. As of January 27, 2017, Varian Medical Systems, Inc. signed a separation and distribution agreement for the spin off of imaging components business. The transaction is subject to Varian Medical receiving one or more opinions from an independent appraisal firm confirming the solvency and financial viability of Varian Medical prior to the distribution, Varex Shares to be distributed to Varian Medical stockholders shall have been accepted for listing on NASDAQ, regulatory approvals and execution of ancillary and commercial agreements. David C. Karp and Ronald C. Chen of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors for Varian Medical Systems and Varex Imaging Corporation.