Teledyne Technologies Incorporated (NYSE:TDY) announced today
that the U.S. Securities and Exchange Commission has declared
effective the Form S-4 Registration Statement concerning the
pending acquisition of FLIR Systems, Inc. (NASDAQ:FLIR). Both
Teledyne and FLIR have scheduled special meetings for each
company’s respective stockholders to approve matters related to the
acquisition on May 13, 2021. Teledyne also announced today that it
received antitrust clearance for the pending acquisition from
regulatory authorities in Poland and South Korea.
On Wednesday, April 7, 2021, Teledyne received a consent letter
regarding the proposed acquisition from the President of the Office
of Competition and Consumer Protection of Poland. Today, Teledyne
received an unconditional clearance letter from the Korea Fair
Trade Commission.
Previously, Teledyne received a clearance letter from the
Federal Cartel Office of Germany on April 1, 2021. On March 31,
2021, Teledyne received a No-Action Letter regarding the proposed
acquisition from the Competition Bureau of the Government of
Canada. Teledyne obtained antitrust clearance in the U.S. on March
1, 2021, when termination of the waiting period under the
Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976
occurred. Subject to the receipt of additional required regulatory
approvals in Turkey and China, the transaction is expected to close
in the second quarter of 2021.
In addition, all permanent financing for the pending acquisition
was completed on March 22, 2021. Financing consisted of $3.00
billion of investment-grade bonds due 2023 through 2031, as well as
a $1.00 billion Term Loan Credit Agreement and an Amended and
Restated Credit Agreement with capacity of $1.15 billion both
maturing in 2026.
About Teledyne
Teledyne Technologies is a leading provider of sophisticated
instrumentation, digital imaging products and software, aerospace
and defense electronics, and engineered systems. Teledyne’s
operations are primarily located in the United States, Canada, the
United Kingdom, and Western and Northern Europe.
Additional Information and Where to Find It
In connection with the proposed transaction between Teledyne
Technologies Incorporated (“Teledyne”) and FLIR Systems, Inc.
(“FLIR”), Teledyne has filed with the Securities and Exchange
Commission (the “SEC”) a Registration Statement on Form S-4 , as
amended by Amendment No. 1, that includes a joint proxy statement
of Teledyne and FLIR and a prospectus of Teledyne, as well as other
relevant documents concerning the proposed transaction. The
Registration Statement on Form S-4 became effective on April 12,
2021. The proposed transaction involving Teledyne and FLIR will be
submitted to Teledyne’s stockholders and FLIR’s stockholders for
their consideration. Stockholders of Teledyne and stockholders of
FLIR are urged to read the registration statement and the joint
proxy statement/prospectus regarding the transaction and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they contain important
information.
Stockholders can obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing
information about Teledyne and FLIR, without charge, at the SEC’s
website www.sec.gov. Copies of the joint proxy statement/prospectus
and the filings with the SEC that are incorporated by reference in
the joint proxy statement/prospectus can also be obtained, without
charge, by directing a request to Teledyne, Attn: Investor
Relations, 1049 Camino Dos Rios, Thousand Oaks, California 91360,
or to FLIR, Attn: Corporate Secretary, 1201 S Joyce St, Arlington,
Virginia 22202.
Participants in the Solicitation
Teledyne, FLIR and certain of their respective directors,
executive officers and employees may be deemed to be participants
in the solicitation of proxies in connection with the proposed
transaction. Information regarding Teledyne’s directors and
executive officers is available in its definitive proxy statement
for its 2021 Annual Meeting, which was filed with the SEC on March
5, 2021, its Annual Report on Form 10-K for the year ended January
3, 2021, which was filed with the SEC on February 26, 2021, and
certain of its Current Reports on Form 8-K. Information regarding
FLIR’s directors and executive officers is available in its Annual
Report on Form 10-K, which was filed with the SEC on February 25,
2021. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
joint proxy statement/prospectus and other relevant materials filed
with the SEC. Free copies of this document may be obtained as
described in the preceding paragraph.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or an offer to buy any securities,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933.
Cautionary Statement Regarding Forward Looking
Statements
This press release contains forward-looking statements, as
defined in the Private Securities Litigation Reform Act of 1995,
with respect to management’s beliefs about the financial condition,
results of operations and businesses of Teledyne in the future.
Forward-looking statements involve risks and uncertainties, are
based on the current expectations of the management of Teledyne and
are subject to uncertainty and changes in circumstances. The
forward-looking statements contained herein may include statements
about the expected effects on Teledyne of the proposed acquisition
of FLIR, the anticipated timing and scope of the proposed
transaction and related financing, anticipated earnings
enhancements, estimated cost savings and other synergies related to
the proposed transaction, costs to be incurred in achieving
synergies, anticipated capital expenditures and product
developments, and other strategic options. Forward-looking
statements generally are accompanied by words such as “projects”,
“intends”, “expects”, “anticipates”, “targets”, “estimates”, “will”
and words of similar import that convey the uncertainty of future
events or outcomes. All statements made in this communication that
are not historical in nature should be considered forward-looking.
By its nature, forward-looking information is not a guarantee of
future performance or results and involves risks and uncertainties
because it relates to events and depends on circumstances that will
occur in the future.
Actual results could differ materially from these
forward-looking statements. Many factors could change anticipated
results, including: ongoing challenges and uncertainties posed by
the COVID-19 pandemic for businesses and governments around the
world; the occurrence of any event, change or other circumstances
that could give rise to the right of Teledyne or FLIR or both to
terminate the merger agreement; the outcome of any legal
proceedings that may be instituted against Teledyne or FLIR in
connection with the merger agreement; the failure to obtain
necessary regulatory approvals (and the risk that such approvals
may result in the imposition of conditions that could adversely
affect the combined company or the expected benefits of the
transaction) or stockholder approvals or to satisfy any of the
other conditions to the proposed transaction on a timely basis or
at all; the inability to complete the acquisition and integration
of FLIR successfully, to retain customers and key employees and to
achieve operating synergies, including the possibility that the
anticipated benefits of the proposed transaction are not realized
when expected or at all, including as a result of the impact of, or
problems arising from, the integration of the two companies or as a
result of the strength of the economy and competitive factors in
the areas where Teledyne and FLIR do business; the possibility that
the proposed transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
the parties’ ability to meet expectations regarding the timing,
completion and accounting and tax treatments of the proposed
transaction; changes in relevant tax and other laws; the inability
to develop and market new competitive products; inherent
uncertainties involved in the estimates and judgments used in the
preparation of financial statements and the providing of estimates
of financial measures, in accordance with U.S. GAAP and related
standards; operating results of FLIR being lower than anticipated;
disruptions in the global economy; the spread of the COVID-19 virus
resulting in production, supply, contractual and other disruptions,
including facility closures and furloughs and travel restrictions;
customer and supplier bankruptcies; changes in demand for products
sold to the defense electronics, instrumentation, digital imaging,
energy exploration and production, commercial aviation,
semiconductor and communications markets; funding, continuation and
award of government programs; cuts to defense spending resulting
from existing and future deficit reduction measures or changes to
U.S. and foreign government spending and budget priorities
triggered by the COVID-19 pandemic; impacts from the United
Kingdom’s exit from the European Union; uncertainties related to
the policies of the new U.S. Presidential Administration; the
imposition and expansion of, and responses to, trade sanctions and
tariffs; escalating economic and diplomatic tension between China
and the United States; and threats to the security of our
confidential and proprietary information, including cyber security
threats. Lower oil and natural gas prices, as well as instability
in the Middle East or other oil producing regions, and new
regulations or restrictions relating to energy production,
including with respect to hydraulic fracturing, could further
negatively affect our businesses that supply the oil and gas
industry. Disruptions from the production delay of Boeing’s 737 Max
aircraft and continued weakness in the commercial aerospace
industry will negatively affect the markets of our commercial
aviation businesses. In addition, financial market fluctuations
affect the value of the Company's pension assets. Changes in the
policies of U.S. and foreign governments, including economic
sanctions, could result, over time, in reductions or realignment in
defense or other government spending and further changes in
programs in which the Company participates. While Teledyne’s growth
strategy includes possible acquisitions, we cannot provide any
assurance as to when, if or on what terms any acquisitions will be
made. Acquisitions involve various inherent risks, such as, among
others, our ability to integrate acquired businesses, retain
customers and achieve identified financial and operating synergies.
There are additional risks associated with acquiring, owning and
operating businesses outside of the United States, including those
arising from U.S. and foreign government policy changes or actions
and exchange rate fluctuations.
Additional factors that could cause results to differ materially
from those described above can be found in Teledyne’s Annual Report
on Form 10-K for the year ended January 3, 2021 and in other
documents that Teledyne files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Teledyne does not assume any obligation to update forward-looking
statements to reflect circumstances or events that occur after the
date the forward-looking statements were made or to reflect the
occurrence of unanticipated events except as required by federal
securities laws. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against
placing undue reliance on such statements.
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Jason VanWees (805) 373-4542
FLIR Systems (NASDAQ:FLIR)
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