Money and Inventory Transaction Valued at Roughly $Eight.zero Billion
Teledyne and FLIR to Host Joint Convention Name and Webcast at 11:00 a.m. Japanese In the present day
THOUSAND OAKS, Calif. and ARLINGTON, Va. – January Four, 2021 – Teledyne Applied sciences Included (NYSE:TDY) (“Teledyne”) and FLIR Methods, Inc. (NASDAQ:FLIR) (“FLIR”) collectively introduced in the present day that they’ve entered right into a definitive settlement below which Teledyne will purchase FLIR in a money and inventory transaction valued at roughly $Eight.zero billion.
Underneath the phrases of the settlement, FLIR stockholders will obtain $28.00 per share in money and zero.0718 shares of Teledyne frequent inventory for every FLIR share, which suggests a complete buy value of $56.00 per FLIR share based mostly on Teledyne’s 5-day quantity weighted common value as of December 31, 2020. The transaction displays a 40% premium for FLIR stockholders based mostly on FLIR’s 30-day quantity weighted common value as of December 31, 2020.
As a part of the transaction, Teledyne has organized a $Four.5 billion 364-day credit score dedication to fund the transaction and refinance sure present debt. Teledyne expects to fund the transaction with everlasting financing previous to closing. Web leverage at closing is predicted to be roughly Four.0x adjusted professional forma EBITDA with leverage declining to lower than three.0x by the top of 2022.
Teledyne expects the acquisition to be instantly accretive to earnings, excluding transaction prices and intangible asset amortization, and accretive to GAAP earnings within the first full calendar yr following the acquisition.
“On the core of each our firms is proprietary sensor applied sciences. Our enterprise fashions are additionally comparable: we every present sensors, cameras and sensor programs to our clients. Nevertheless, our applied sciences and merchandise are uniquely complementary with minimal overlap, having imaging sensors based mostly on totally different semiconductor applied sciences for various wavelengths,” stated Robert Mehrabian, Govt Chairman of Teledyne. “For twenty years, Teledyne has demonstrated its capability to compound earnings and money circulation persistently and predictably. Along with FLIR and an optimized capital construction, I’m assured we will proceed delivering superior returns to our stockholders.”
“FLIR’s dedication to innovation spanning a number of sensing applied sciences has allowed our firm to develop into the multi-billion-dollar firm it’s in the present day,” stated Earl Lewis, Chairman of FLIR. “With our new companion’s platform of complementary applied sciences, we will proceed this trajectory, offering our workers, clients and stockholders much more thrilling momentum for progress. Our Board absolutely helps this transaction, which delivers fast worth and the chance to take part within the upside potential of the mixed firm.”
Jim Cannon, President and Chief Govt Officer of FLIR, stated, “We couldn’t be extra excited to hitch forces with Teledyne by way of this value-creating transaction. Collectively, we are going to supply a uniquely complementary end-to-end portfolio of sensory applied sciences for all key domains and purposes throughout a well-balanced, world buyer base. We’re happy to be partnering with a company that shares our give attention to steady innovation and operational excellence, and we sit up for working carefully with the Teledyne group as we convey our two firms collectively to capitalize on the vital alternatives forward.”
Fourth Quarter Monetary Outcomes
In a separate press launch issued in the present day, Teledyne introduced improved preliminary monetary outcomes for the fourth quarter and full yr 2020. The Teledyne press launch is on the market on www.teledyne.com. FLIR famous in the present day that it expects to satisfy or exceed the total yr fiscal 2020 steerage it offered on October 30, 2020.
Approvals and Timing
The transaction, which has been authorized by the boards of administrators of each firms, is predicted to shut in the midst of 2021 topic to the receipt of required regulatory approvals, together with expiration or termination of the relevant ready interval below the Hart-Scott-Rodino Antitrust Enhancements Act, approvals of Teledyne and FLIR stockholders and different customary closing circumstances.
Evercore is appearing as unique monetary advisor and McGuireWoods LLP is appearing as authorized advisor to Teledyne in reference to the transaction. Goldman Sachs & Co. LLC is appearing as unique monetary advisor and Hogan Lovells US LLP is appearing as authorized advisor to FLIR in reference to the transaction. Teledyne has entered right into a 364-day senior unsecured bridge facility credit score settlement with Financial institution of America as sole lead arranger and administrative agent.
Convention Name and Webcast
At 11:00 a.m. Japanese Time (Eight:00 a.m. Pacific Time) in the present day, Teledyne and FLIR will host a convention name to debate the acquisition. A dwell webcast of the decision may be accessed at Teledyne’s web site at www.teledyne.com/traders/shows. Please connect with the web site at the very least 15 minutes previous to the beginning of the decision to permit ample time for any software program obtain that could be required.
A replay can be accessible at www.teledyne.com/traders/shows roughly three hours after the decision and can be accessible for about one month.
Teledyne is a number one supplier of refined instrumentation, digital imaging merchandise and software program, aerospace and protection electronics, and engineered programs. Teledyne’s operations are primarily situated in the USA, Canada, the UK, and Western and Northern Europe. For extra info, please go to www.teledyne.com.
Based in 1978, FLIR is a world-leading industrial know-how firm targeted on clever sensing options for protection and industrial purposes. FLIR’s imaginative and prescient is to be “The World’s Sixth Sense,” creating applied sciences to assist professionals make extra knowledgeable selections that save lives and livelihoods. For extra info, please go to www.flir.com
Further Data and The place to Discover It
In reference to the proposed transaction between Teledyne and FLIR, Teledyne will file with the Securities and Change Fee (the “SEC”) a Registration Assertion on Kind S-Four that can embrace a joint proxy assertion of Teledyne and FLIR and a prospectus of Teledyne, in addition to different related paperwork in regards to the proposed transaction. The proposed transaction involving Teledyne and FLIR can be submitted to Teledyne’s stockholders and FLIR’s stockholders for his or her consideration. Stockholders of Teledyne and stockholders of FLIR are urged to learn the registration assertion and the joint proxy assertion/prospectus concerning the transaction after they turn into accessible and some other related paperwork filed with the SEC, in addition to any amendments or dietary supplements to these paperwork, as a result of they are going to include vital info.
Stockholders will be capable of get hold of a free copy of the definitive joint proxy assertion/prospectus, in addition to different filings containing details about Teledyne and FLIR, with out cost, on the SEC’s web site (http://www.sec.gov). Copies of the joint proxy assertion/prospectus and the filings with the SEC that can be included by reference within the joint proxy assertion/prospectus can be obtained, with out cost, by directing a request to Teledyne, Attn: Investor Relations, 1049 Camino Dos Rios, Thousand Oaks, California 91360, or to FLIR, Attn: Company Secretary, 1201 S Joyce St, Arlington, Virginia 22202.
Contributors within the Solicitation
Teledyne, FLIR and sure of their respective administrators, government officers and workers could also be deemed to be contributors within the solicitation of proxies in reference to the proposed transaction. Data concerning Teledyne’s administrators and government officers is on the market in its definitive proxy assertion for its 2020 Annual Assembly, which was filed with the SEC on March 10, 2020, its Annual Report on Kind 10-Ok for the yr ended December 28, 2019, which was filed with the SEC on February 24, 2020, and sure of its Present Stories on Kind Eight-Ok. Data concerning FLIR’s administrators and government officers is on the market in its definitive proxy assertion, which was filed with the SEC on March 11, 2020, and sure of its Present Stories on Kind Eight-Ok. Different info concerning the contributors within the proxy solicitation and an outline of their direct and oblique pursuits, by safety holdings or in any other case, can be contained within the joint proxy assertion/prospectus and different related supplies filed with the SEC. Free copies of this doc could also be obtained as described within the previous paragraph.
No Provide or Solicitation
This communication shall not represent a proposal to promote or the solicitation of a proposal to promote or a proposal to purchase any securities, nor shall there be any sale of securities in any jurisdiction wherein such supply, solicitation or sale can be illegal previous to registration or qualification below the securities legal guidelines of any such jurisdiction. No supply of securities shall be made besides by the use of a prospectus assembly the necessities of Part 10 of the Securities Act of 1933.
Cautionary Assertion Relating to Ahead Trying Statements
This report accommodates forward-looking statements, as outlined within the Non-public Securities Litigation Reform Act of 1995, with respect to administration’s beliefs in regards to the monetary situation, outcomes of operations and companies of Teledyne sooner or later. Ahead-looking statements contain dangers and uncertainties, are based mostly on the present expectations of the administration of Teledyne and are topic to uncertainty and adjustments in circumstances. The forward-looking statements contained herein could embrace statements in regards to the anticipated results on Teledyne of the proposed acquisition of FLIR, the anticipated timing and scope of the proposed transaction, anticipated earnings enhancements, estimated price financial savings and different synergies associated to the proposed transaction, prices to be incurred in reaching synergies, anticipated capital expenditures and product developments, and different strategic choices. Ahead-looking statements typically are accompanied by phrases equivalent to “tasks”, “intends”, “expects”, “anticipates”, “targets”, “estimates”, “will” and phrases of comparable import that convey the uncertainty of future occasions or outcomes. All statements made on this communication that aren’t historic in nature needs to be thought-about forward-looking. By its nature, forward-looking info isn’t a assure of future efficiency or outcomes and includes dangers and uncertainties as a result of it pertains to occasions and depends upon circumstances that can happen sooner or later.
Precise outcomes may differ materially from these forward-looking statements. Many elements may change anticipated outcomes, together with ongoing challenges and uncertainties posed by the COVID-19 pandemic for companies and governments world wide; the incidence of any occasion, change or different circumstances that might give rise to the correct of Teledyne or FLIR or each to terminate the Merger Settlement; the end result of any authorized proceedings that could be instituted in opposition to Teledyne or FLIR in reference to the Merger Settlement; the failure to acquire crucial regulatory approvals (and the danger that such approvals could outcome within the imposition of circumstances that might adversely have an effect on the mixed firm or the anticipated advantages of the transaction) or stockholder approvals or to fulfill any of the opposite circumstances to the proposed transaction on a well timed foundation or in any respect; the failure to acquire the debt portion of the financing for the proposed transaction; the shortcoming to finish the acquisition and integration of FLIR efficiently, to retain clients and key workers and to attain working synergies, together with the chance that the anticipated advantages of the proposed transaction should not realized when anticipated or in any respect, together with because of the impression of, or issues arising from, the mixing of the 2 firms or because of the power of the economic system and aggressive elements within the areas the place Teledyne and FLIR do enterprise; the chance that the proposed transaction could also be dearer to finish than anticipated, together with because of sudden elements or occasions; the events’ capability to satisfy expectations concerning the timing, completion and accounting and tax remedies of the proposed transaction; adjustments in related tax and different legal guidelines; the shortcoming to develop and market new aggressive merchandise; inherent uncertainties concerned within the estimates and judgments used within the preparation of economic statements and the offering of estimates of economic measures, in accordance with U.S. GAAP and associated requirements; and working outcomes of FLIR being decrease than anticipated.
Further elements that might trigger outcomes to vary materially from these described above may be present in Teledyne’s Annual Report on Kind 10-Ok for the yr ended December 29, 2019, and its Quarterly Stories on Kind 10-Q for the durations ended March 29, June 28 and September 27, 2020, all of that are on file with the SEC and accessible within the “Buyers” part of Teledyne’s web site, teledyne.com, below the heading “Investor Data” and in different paperwork Teledyne information with the SEC, and in FLIR’s Annual Report on Kind 10-Ok for the yr ended December 31, 2019, and its Quarterly Stories on Kind 10-Q for the durations ended March 31, June 30 and September 30, 2020, all of that are on file with the SEC and accessible on the “Investor Relations” web page of FLIR’s web site, flir.com, below the heading “Filings and Financials” and in different paperwork FLIR information with the SEC.
All forward-looking statements communicate solely as of the date they’re made and are based mostly on info accessible at the moment. Neither Teledyne nor FLIR assumes any obligation to replace forward-looking statements to mirror circumstances or occasions that happen after the date the forward-looking statements have been made or to mirror the incidence of unanticipated occasions besides as required by federal securities legal guidelines. As forward-looking statements contain important dangers and uncertainties, warning needs to be exercised in opposition to inserting undue reliance on such statements.
Teledyne Applied sciences Included Contact:
Govt Vice President
FLIR Methods, Inc. Contacts:
Cellphone: +1 703-682-3400
E mail: [email protected]
Cellphone: +1 503-498-3146
E mail: tim.mc[email protected]
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