Both companies’ boards of directors approved the transaction that is expected to conclude by mid-2021, subject to regulatory approvals and other customary closing conditions, the companies said in a news release published Monday.
“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,” said Robert Mehrabian, executive chairman of Teledyne. “However, our technologies and products are uniquely complementary with minimal overlap, having imaging sensors based on different semiconductor technologies for different wavelengths.”
Established in 1978, FLIR is focused on providing intelligent sensing platforms for use in defense and industrial applications.
Stockholders of FLIR will get $28 per share in cash and 0.0718 shares of Teledyne common stock for each share they own under the terms of the transaction and Teledyne said it expects the acquisition to be accretive to earnings and GAAP earnings in the first full calendar year following the purchase.
“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,” said Jim Cannon, president and CEO of FLIR.
Teledyne will fund the acquisition and refinance existing debt through a $4.5B credit commitment. The company signed a senior unsecured bridge facility credit agreement with Bank of America for a 364-day period.
Goldman Sachs & Co. serves as FLIR’s exclusive financial adviser, while Hogan Lovells US advises the company on the deal’s legal aspect. Evercore and McGuireWoods acted as financial and legal advisers, respectively, to Teledyne.