FLIR : Filing of certain prospectuses and communications in connection with business combination transactions

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 4, 2021

FLIR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-21918	93-0708501
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
27700 SW Parkway Avenue
Wilsonville, Oregon		97070
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading	Name of each exchange
symbol(s)	on which registered
Common Stock, $0.01 par value		FLIR		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

Agreement and Plan of Merger

On January 4, 2021, FLIR Systems, Inc. ("FLIR") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Teledyne Technologies Incorporated, a Delaware corporation ("Teledyne"), Firework Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Teledyne ("Merger Sub I"), Firework Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Teledyne ("Merger Sub II"), and FLIR. Pursuant to the Merger Agreement, (i) Merger Sub I will be merged with and into FLIR ("Merger I"), with FLIR continuing as the surviving entity and a wholly owned subsidiary of Teledyne (the "Surviving Corporation"), and (ii) immediately thereafter, the Surviving Corporation will be merged with and into Merger Sub II, with Merger Sub II continuing as the surviving entity ("Merger II" and, together with Merger I, the "Mergers").

Merger Consideration. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of Merger I (the "Effective Time"), each share of common stock, $0.01 par value per share, of FLIR ("FLIR Common Stock") issued and outstanding immediately prior to the Effective Time (other than FLIR Common Stock owned or held (x) in treasury or otherwise by FLIR or any of its subsidiaries, (y) by Teledyne or any of its subsidiaries or (z) by any person who is entitled to demand and properly demands appraisal of such shares under Delaware law) will be converted into the right to receive the merger consideration (the "Merger Consideration"), which will consist of (i) $28.00 in cash, without interest, and (ii) 0.0718 validly issued, fully paid and non-assessable shares of common stock of Teledyne, par value $0.001 per share ("Teledyne Common Stock"), and, if applicable, cash in lieu of fractional shares.

FLIR Stock Options. At the Effective Time, each FLIR stock option outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive a cash payment equal to (x) the excess of $56.00 over the exercise price per share of such stock option, multiplied by (y) the number of shares of FLIR Common Stock subject to such stock option, less applicable tax withholdings.

FLIR Service-basedRestricted Stock Units. At the Effective Time, each FLIR restricted stock unit subject solely to service-based vesting requirements ("RSU") granted prior to the date of the Merger Agreement that is outstanding immediately prior to the Effective Time will automatically vest and be cancelled and converted into the right to receive $56.00 per share of FLIR Common Stock subject to such RSU.

In addition, at the Effective Time, each RSU granted after the date of the Merger Agreement that is outstanding immediately prior to the Effective Time and is held by (i) any FLIR director, (ii) any FLIR officer who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to FLIR or (iii) an executive of FLIR who has a "change of control" agreement (in each case, an "Accelerated RSU Holder") will automatically vest and be cancelled and converted into the right to receive $56.00 per share of FLIR Common Stock subject to such RSU. Each RSU granted after the date of the Merger Agreement that is outstanding immediately prior to the Effective Time and is held by any individual who is not an Accelerated RSU Holder will be assumed and converted automatically into a restricted stock unit with respect to a number of shares of Teledyne Common Stock (each, an "Adjusted RSU") equal to the product obtained by multiplying (i) the total number of shares of FLIR Common Stock subject to such RSU

immediately prior to the Effective Time by (ii) 0.1436. Each such Adjusted RSU shall otherwise be subject to the same terms and conditions applicable to the corresponding RSU under the applicable FLIR equity plan and the applicable award agreement under which the FLIR RSUs were issued, including vesting terms.

FLIR Performance-basedRestricted Stock Units At the Effective Time, each FLIR restricted stock unit subject to service-based and performance-based vesting requirements ("PRSU") granted prior to the date of the Merger Agreement that is outstanding immediately prior to the Effective Time will automatically vest and be cancelled and converted into the right to receive $56.00 per share of FLIR Common Stock subject to such PRSU. The number of shares of FLIR Common Stock underlying each PRSU that will become vested will be equal to the greater of (i) the target number of shares set forth in the award agreement for such PRSU and (ii) the number of shares that would be achieved based on the actual achievement of the applicable performance goals if the applicable performance period ended on the last day of FLIR's calendar quarter immediately preceding the first public announcement of the transactions contemplated by the Merger Agreement.

Board Recommendation. The respective boards of directors of FLIR and Teledyne have approved the Merger Agreement, and the board of directors of FLIR (the "FLIR Board") has agreed to recommend that FLIR's stockholders adopt and approve the Merger Agreement and the transactions contemplated thereby, including Merger I. In addition, the board of directors of Teledyne (the "Teledyne Board") has agreed to recommend that Teledyne's stockholders approve the issuance by Teledyne of shares of Teledyne Common Stock forming part of the Merger Consideration (the "Share Issuance").

Conditions to Closing of the Mergers. The consummation of the Mergers is subject to customary closing conditions, including, among other things:

1. approval by FLIR's stockholders of the Merger Agreement; (ii) approval by Teledyne's stockholders of the Share Issuance; (iii) effectiveness of a registration statement on Form S-4 filed by Teledyne registering the shares of Teledyne Common Stock issuable to FLIR's stockholders pursuant to the Merger Agreement; (iv) approval of the listing of such shares on the New York Stock Exchange; (v) the receipt of certain regulatory approvals, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (vi) the absence of injunctions or legal restraints that have the effect of preventing the consummation of the Mergers; (vii) the absence of a material adverse effect (as defined in the Merger Agreement) with respect to FLIR or Teledyne after the date of the Merger Agreement; and (viii) as a condition to FLIR's obligations to close, the receipt by FLIR of the opinion of counsel to the effect that Merger I and Merger II, taken together, will qualify as a reorganization for U.S. federal income tax purposes.

Representations, Warranties and Covenants. The Merger Agreement contains representations, warranties and covenants of the parties customary for a transaction of this type, including, among others, covenants by each of FLIR and Teledyne regarding the conduct of its respective business during the pendency of the transactions contemplated by the Merger Agreement. The Merger Agreement permits FLIR, in the discretion of the FLIR Board, to declare and pay up to two quarterly cash dividends on FLIR Common Stock consistent with past practice, but in each case in an amount not to exceed $0.17 per share of FLIR Common Stock.

Non-Solicitation. FLIR has agreed, subject to certain exceptions, not to solicit alternative acquisition proposals and not to engage in discussions or negotiations regarding any alternative acquisition proposals. However, the FLIR Board may withdraw, qualify or modify its recommendation in favor of adoption of the Merger Agreement or terminate the Merger Agreement prior to receipt of stockholder approval if, in connection with the receipt of an alternative proposal, the FLIR Board determines that such alternative proposal constitutes a superior proposal, or in other circumstances where the FLIR Board determines that the failure to take such an action would be inconsistent with the FLIR Board's fiduciary duties.

Termination of the Merger Agreement. The Merger Agreement provides each of FLIR and Teledyne with certain termination rights and, under certain circumstances, may require FLIR or Teledyne to pay a termination fee.

Subject to the terms and conditions of the Merger Agreement, FLIR would be required to pay to Teledyne a termination fee of $250 million if the Merger Agreement is terminated: (i) by FLIR or Teledyne because approval of FLIR's stockholders was not obtained and an alternative proposal for FLIR has been publicly disclosed and has not been withdrawn, and within twelve months of such termination, FLIR enters into a definitive agreement with respect to an alternative proposal that is subsequently consummated or otherwise the transactions contemplated by an alternative proposal are consummated; (ii) by Teledyne because FLIR materially breaches the Merger Agreement and an alternative proposal for FLIR has been publicly disclosed and has not been withdrawn, and within twelve months of such termination, FLIR enters into a definitive agreement with respect to such alternative proposal that is subsequently consummated or otherwise the transactions contemplated by an alternative proposal are consummated; (iii) by Teledyne because, prior to obtaining approval of FLIR's stockholders, the FLIR Board changes its recommendation to its stockholders or fails to include its recommendation in the joint proxy statement; (iv) by Teledyne because FLIR willfully and materially breaches the non-solicitation covenant and within twelve months of such termination, FLIR enters into a definitive agreement with respect to an alternative proposal or otherwise consummates an alternative proposal; or (v) by FLIR to enter into a definitive agreement to effect a superior proposal.

Subject to the terms and conditions of the Merger Agreement, Teledyne would be required to pay to FLIR a termination fee of $250 million if the Merger Agreement is terminated: (i) by FLIR or Teledyne because approval of Teledyne's stockholders was not obtained and an alternative proposal for Teledyne has been publicly disclosed and has not been withdrawn, and within twelve months of such termination, Teledyne enters into a definitive agreement with respect to an alternative proposal that is subsequently consummated or otherwise the transactions contemplated by an alternative proposal are consummated; (ii) by FLIR because Teledyne materially breaches the Merger Agreement and an alternative proposal for Teledyne has been publicly disclosed and has not been withdrawn, and within twelve months of such termination, Teledyne enters into a definitive agreement with respect to such alternative proposal that is subsequently consummated or otherwise the transactions contemplated by an alternative proposal are consummated; or (iii) by FLIR because the Teledyne Board changes its recommendation to its stockholders or fails to include its recommendation in the joint proxy statement.

Financing. Teledyne intends to pay the cash portion of the consideration for the Mergers and other fees and expenses required to be paid in connection with the Mergers from cash on hand and borrowings. On January 4, 2021, in connection with the execution of the Merger Agreement, Teledyne