Teledyne Technologies Incorporated announced the successful completion of the acquisition of FLIR Systems, Inc. At each of the respective company's special meeting of stockholders held on May 13, 2021, the stockholders approved and adopted merger proposals related to the Agreement and Plan of Merger dated January 4, 2021. FLIR will now be included in Teledyne's Digital Imaging segment and operate under the name Teledyne FLIR. Under the terms of the agreement, FLIR stockholders received $28.00 per share in cash and 0.0718 shares of Teledyne common stock for each FLIR share, which implies a total purchase price of approximately $57.40 per FLIR share based on Teledyne’s closing price on May 13, 2021. The aggregate consideration for the transaction was approximately $8.2 billion, including net debt. Previously, Teledyne secured all permanent cash financing for the transaction with a weighted average borrowing cost of less than two percent. Teledyne expects the acquisition to be immediately accretive to earnings, excluding transaction costs and purchase price accounting, and accretive to GAAP earnings in the first full calendar year following the acquisition. Digital Imaging Segment Simultaneously, Teledyne announced the following executive promotions. Edwin Roks, current Vice President of Teledyne and President of Teledyne's Digital Imaging Segment, is now Executive Vice President of Teledyne. Edwin will continue to serve as President of Teledyne's Digital Imaging Segment, which now includes Teledyne FLIR. In addition, Todd Booth is promoted to Senior Vice President and Chief Financial Officer for the acquired Teledyne FLIR group of businesses. We appreciate the support from our stockholders, and I am delighted to welcome FLIR to the Teledyne family" "We appreciate the support from our stockholders, and I am delighted to welcome FLIR to the Teledyne family," said Robert Mehrabian, Executive Chairman of Teledyne. "As a combined company, Teledyne FLIR will uniquely provide a full spectrum of imaging technologies and products spanning X-ray through infrared and from components to complete imaging systems.” Unmanned systems “Teledyne FLIR will also provide a complete range of unmanned systems and imaging payload across all domains ranging from deep sea to deep space. Finally, I want to congratulate Edwin and Todd, whose promotions are very well deserved.” Teledyne and FLIR filed the vote results for their respective special meetings of stockholders on a Form 8-K with the U.S. Securities and Exchange Commission on May 13, 2021.
Teledyne Technologies Incorporated (“Teledyne”) and FLIR Systems, Inc. (“FLIR”) jointly announced that they have entered into a definitive agreement under which Teledyne will acquire FLIR in a cash and stock transaction valued at approximately $8.0 billion. “FLIR’s commitment to innovation spanning multiple sensing technologies has allowed our company to grow into the multi-billion-dollar company it is today”. Permanent financing Under the terms of the agreement, FLIR stockholders will receive $28.00 per share in cash and 0.0718 shares of Teledyne common stock for each FLIR share, which implies a total purchase price of $56.00 per FLIR share based on Teledyne’s 5-day volume weighted average price. The transaction reflects a 40% premium for FLIR stockholders based on FLIR’s 30-day volume weighted average price. Net leverage at closing is expected to be 4.0x adjusted pro forma EBITDA with leverage declining to less than 3.0x As part of the transaction, Teledyne has arranged a $4.5 billion 364-day credit commitment to fund the transaction and refinance certain existing debt. Teledyne expects to fund the transaction with permanent financing prior to closing. Net leverage at closing is expected to be approximately 4.0x adjusted pro forma EBITDA with leverage declining to less than 3.0x. Different semiconductor technologies Teledyne expects the acquisition to be immediately accretive to earnings, excluding transaction costs and intangible asset amortisation, and accretive to GAAP earnings in the first full calendar year following the acquisition. “At the core of both our companies is proprietary sensor technologies. Our business models are also similar: we each provide sensors, cameras and sensor systems to our customers. However, our technologies and products are uniquely complementary with minimal overlap, having imaging sensors based on different semiconductor technologies for different wavelengths,” said Robert Mehrabian, Executive Chairman of Teledyne. Multiple sensing technologies “For two decades, Teledyne has demonstrated its ability to compound earnings and cash flow consistently and predictably. Together with FLIR and an optimized capital structure, I am confident we shall continue delivering superior returns to our stockholders.” We could not be more excited to join forces with Teledyne through this value-creating transaction" “FLIR’s commitment to innovation spanning multiple sensing technologies has allowed our company to grow into the multi-billion-dollar company it is today,” said Earl Lewis, Chairman of FLIR. “With our new partner’s platform of complementary technologies, we will be able to continue this trajectory, providing our employees, customers and stockholders even more exciting momentum for growth. Our Board fully supports this transaction, which delivers immediate value and the opportunity to participate in the upside potential of the combined company.” Global customer base Jim Cannon, President and Chief Executive Officer of FLIR, said, “We could not be more excited to join forces with Teledyne through this value-creating transaction. Together, we will offer a uniquely complementary end-to-end portfolio of sensory technologies for all key domains and applications across a well-balanced, global customer base." "We are pleased to be partnering with an organization that shares our focus on continuous innovation and operational excellence, and we look forward to working closely with the Teledyne team as we bring our two companies together to capitalize on the important opportunities ahead.” Approvals and timing Teledyne announced improved preliminary financial results for the fourth quarter and full year 2020 In a separate press release issued, Teledyne announced improved preliminary financial results for the fourth quarter and full year 2020. The Teledyne press release is available on the company’s official website. FLIR noted that it expects to meet or exceed the full year fiscal 2020 guidance it provided on October 30, 2020. The transaction, which has been approved by the boards of directors of both companies, is expected to close in the middle of 2021 subject to the receipt of required regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approvals of Teledyne and FLIR stockholders and other customary closing conditions. Conference call and webcast Evercore is acting as exclusive financial advisor and McGuireWoods LLP is acting as legal advisor to Teledyne in connection with the transaction. Goldman Sachs & Co. LLC is acting as exclusive financial advisor and Hogan Lovells US LLP is acting as legal advisor to FLIR in connection with the transaction. Teledyne has entered into a 364-day senior unsecured bridge facility credit agreement with Bank of America as sole lead arranger and administrative agent. Teledyne and FLIR will host a conference call to discuss the acquisition. A live webcast of the call can be accessed at Teledyne’s website. One can connect to the website at least 15 minutes prior to the start of the call to allow adequate time for any software download that may be required. A replay will be available on the company’s website approximately three hours after the call and will be available for approximately one month.