Teledyne Technologies Incorporated (NYSE:TDY) entered into letter of intent to acquire FLIR Systems, Inc. (NasdaqGS:FLIR) for $7.5 billion on November 11, 2020. Teledyne Technologies Incorporated (NYSE:TDY) entered into a definitive agreement to acquire FLIR Systems, Inc. (NasdaqGS:FLIR) on January 4, 2021. Under the terms of the agreement, the stockholders of FLIR Systems will receive $28 per share in cash and 0.0718 shares of Teledyne common stock for each share of FLIR. Teledyne will fund the transaction with cash on hand and new debt. As part of the transaction, Teledyne has arranged a $4.5 billion 364-day unsecured bridge facility credit agreement with Bank of America as sole lead arranger and administrative agent to fund the transaction and refinance certain existing debt. Teledyne expects to fund the transaction with permanent financing prior to closing. As of March 9, 2021, Teledyne has arranged $3 billion notes offering, the proceeds to be used to partly fund the acquisition of FLIR. As of March 22, 2021, Teledyne completed the public offer and sale of senior notes of $3 billion. As of March 4, 2021, Teledyne, as borrower, entered into a $1 billion Term Loan Credit Agreement with the several banks and other financial institutions from time to time parties thereto as lenders and Bank of America, N.A., as administrative agent. The credit facilities under the 2021 Term Loan Credit Agreement replace $1 billion of the commitments of the Initial Bridge Lender under the Bridge Facility commitment letter. Teledyne intends to use the proceeds from the Notes together with the proceeds from the $1 billion Term Loan and cash on hand to pay the cash portion of the consideration for the FLIR acquisition and refinance certain existing debt. As a result of the transaction, FLIR will become a wholly owned subsidiary of Teledyne. FLIR Systems, Inc. will be part of the Digital Imaging segment. In case of termination of the transaction, each party is required to pay a termination fee of $250 million to the other party.

The transaction is 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 stockholders of Teledyne and FLIR Systems, approval for listing of Teledyne Technologies shares issuable to FLIR stockholders pursuant to the transaction on the NYSE, registration statement effectiveness and other customary closing conditions. The deal is also conditional upon receipt by FLIR of the opinion of counsel that the deal will qualify as a reorganization for U.S. federal income tax purposes. The transaction has been approved by the Board of Directors of Teledyne and unanimously approved by Board of Directors of FLIR Systems. As of March 1, 2021, Federal Trade Commission granted the early termination notice. As of March 31, 2021, Teledyne received a No-Action Letter regarding the proposed acquisition from the Competition Bureau of the Government of Canada. As of April 1, 2021, Teledyne received a clearance letter from the Federal Cartel Office of Germany. As of April 12, 2021, registration statement was declared effective. As of 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. As of April 14, 2021, Teledyne received an unconditional clearance letter from the Korea Fair Trade Commission. As of May 13, 2021, the transaction was approved by the shareholders of Teledyne Technologies and FLIR Systems. The transaction is expected to close in the middle of 2021. As of March 4, 2021, Teledyne and FLIR are expected to complete the merger by the second or the third quarter of 2021. As of May 6, 2021, the transaction is expected to close on May 14, 2021. Teledyne expects the acquisition to be immediately accretive to earnings, excluding transaction costs and intangible asset amortization and accretive to GAAP earnings in the first full calendar year following the acquisition.

Evercore Group L.L.C. acted as financial advisor and fairness opinion provider to Teledyne. Scott E. Westwood of McGuireWoods LLP acted as legal advisor to Teledyne. Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to FLIR Systems. Lillian Tsu, John Beckman, Elizabeth Donley, Tiffany Posil and Lauren Battaglia of Hogan Lovells US LLP acted as legal advisors to FLIR Systems. Stephen M. Kotran of Sullivan & Cromwell LLP acted as a legal advisor to Goldman Sachs & Co. LLC. Georgeson LLC acted as information agent to Teledyne. Georgeson LLC will receive proxy solicitation fee of $15,000 plus reasonable out-of-pocket expenses for this service. Okapi Partners acted as information agent to FLIR Systems. Okapi Partners will receive proxy solicitation fee of $15,000 plus charges for additional solicitation services upon request and reasonable out-of-pocket expenses. Computershare acted as transfer agent to FLIR Systems. Goldman Sachs will receive a fee of approximately $40 million, $5 million of which became payable at announcement of the transaction, and the remainder of which is contingent upon consummation of the transaction. Teledyne has agreed to pay Evercore a fee for its services in the amount of $5 million, of which $1.5 million became payable upon delivery of Evercore's opinion, and the balance of which will be payable contingent upon the consummation of the mergers.

Teledyne Technologies Incorporated (NYSE:TDY) completed the acquisition of FLIR Systems, Inc. (NasdaqGS:FLIR) on May 14, 2021. FLIR Systems has become a wholly owned subsidiary of Teledyne Technologies Incorporated and has been renamed to Teledyne FLIR, LLC.