United States. Teledyne Technologies Incorporated and FLIR Systems 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 billion.
Teledyne is a supplier of sophisticated instrumentation, digital imaging products and software, aerospace and defense electronics, and engineering systems. Teledyne's operations are primarily located in the United States, Canada, the United Kingdom and in Northern and Western Europe.
Under the terms of the agreement, FLIR shareholders will receive $28.00 per share in cash and 0.0718 Shares of Teledyne common stock for each FLIR share, implying a total purchase price of $56.00 per FLIR share based on Teledyne's 5-day volume-weighted average price as of December 31, 2020.
As part of the transaction, Teledyne has agreed to 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 4.0 times adjusted pro forma EBITDA with leverage declining to less than 3.0x by the end of 2022.
Teledyne expects the acquisition to immediately increase earnings, excluding transaction costs and amortization of intangible assets, and to increase GAAP earnings in the first full calendar year after the acquisition.
"At the core of our two companies are proprietary sensor technologies. Our business models are also similar: each of us provides sensors, cameras and sensor systems to our customers. However, our technologies and products are exclusively complementary with minimal overlap, as they have image sensors based on different semiconductor technologies for different wavelengths," said Robert Mehrabian, Chief Executive Officer of Teledyne. For two decades, Teledyne has demonstrated its ability to accumulate profits and cash flow consistently and predictably. Together with FLIR and an optimized capital structure, I am confident that we will continue to deliver superior returns to our shareholders."
"FLIR's commitment to innovation spanning multiple sensing technologies has enabled our company to become the multi-billion dollar company it is today," said Earl Lewis, president of FLIR. "With our new partner's complementary technologies platform, we will be able to continue this trajectory, providing our employees, customers and shareholders with an even more exciting boost for growth. Our Board fully supports this transaction, which offers immediate value and the opportunity to participate in the upside potential of the combined company."
Jim Cannon, President and Chief Executive Officer of FLIR, said, "We couldn't be more excited to join forces with Teledyne through this value creation transaction. Together we will offer a unique complementary end-to-end sensory technology portfolio for all key domains and applications across a well-balanced global customer base. We are pleased to partner with an organization that shares our focus on continuous innovation and operational excellence, and look forward to working closely with the Teledyne team as we bring our two companies together to capitalize on the significant opportunities that lie ahead."