Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
Teledyne's Board of Directors (the "Board") approved the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement.
Merger Consideration. Subject to the terms and conditions of the Merger
Agreement, at the effective time of the Merger, each share of common stock of
FLIR, par value
FLIR Stock Options. Pursuant to the Merger Agreement, at the effective time of
the Merger, each outstanding option to purchase FLIR Shares, whether vested or
unvested, that is outstanding and unexercised ("FLIR Stock Options"), will be
cancelled and the holder of each FLIR Stock Option will be entitled to receive
an amount in cash equal to the product of (i) the excess, if any, of (x)
FLIR Service-based Restricted Stock Units. At the effective time of the Merger,
(i) each FLIR restricted stock unit that is subject only to service-based
vesting requirements and (ii) each FLIR restricted stock unit that was issued
after the date of the Merger Agreement and is held by certain FLIR insiders, in
each case, that is outstanding immediately prior to the effective time of the
Merger (each, a "FLIR RSU") will vest and be cancelled, with the holder of such
FLIR RSU becoming entitled to receive
FLIR Service-based Restricted Stock Units issued in 2021. At the effective time of the Merger, each FLIR restricted stock unit that (i) is subject only to service-based vesting requirements, (ii) was issued after the date of the Merger Agreement, (iii) is not held by certain FLIR insiders and (iv) is outstanding immediately prior to the effective time of the Merger (each, a "2021 FLIR RSU") shall be assumed by Teledyne and converted automatically into a restricted stock unit with respect to a number of shares of Teledyne Common Stock equal to the product obtained by multiplying (x) the total number of FLIR Shares subject to such 2021 FLIR RSU immediately prior to the effective time by (y) 0.1436, with any fractional shares to be paid in cash. Upon assumption and conversion, each such award shall otherwise be subject to the same terms and conditions as were applicable to it before the effective time of the Merger.
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FLIR Performance-based Restricted Stock Units. At the effective time of the
Merger, each FLIR restricted stock unit that was granted prior to the date of
the Merger Agreement and is subject to time-based and performance-based vesting
requirements (each, a "FLIR PRSU") that is outstanding immediately prior to the
effective time of the merger will vest and, without any action on the part of
Teledyne, FLIR or the holder thereof, be cancelled, with the holder of such FLIR
PRSU becoming entitled to receive
Conditions to the Closing of the Merger. The closing of the Merger is subject to
certain conditions, including, among others, (i) the adoption of the Merger
Agreement by the holders of at least a majority of the outstanding FLIR Shares
entitled to vote thereon, (ii) the approval of the issuance of the shares of
Teledyne Common Stock issuable to FLIR's stockholders pursuant to the Merger
Agreement by the majority of votes cast at a meeting of Teledyne's stockholders,
(iii) the approval for listing on the
Representations, Warranties and Covenants. Each of the parties to the Merger Agreement has made representations, warranties and covenants in the Merger Agreement that are customary for a transaction of this nature. Among other things, each of the parties has agreed to certain covenants that, subject to certain exceptions, (i) require such party and its subsidiaries to conduct their respective businesses in the ordinary course as previously conducted and . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under "Financing" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The amended Article VIII provides that, unless Teledyne consents in writing to
the selection of an alternative forum, the
The amended Article VIII also provides that unless Teledyne consents in writing to the selection of an alternative forum, the federal district courts shall be the sole and exclusive forum for the resolution of any claims arising under the Securities Act of 1933, as amended.
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The foregoing summary of the Amended Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
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