Item 2.02 Results of Operations and Financial Condition.
On
Item 7.01 Regulation FD Disclosure.
On
The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18. The information in Items 2.02 and 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Additional Information and Where to Find It
This communication relates to a proposed transaction between Teledyne and FLIR.
In connection with the proposed transaction, Teledyne will file a registration
statement on Form S-4 with the
Investors, Teledyne stockholders and FLIR stockholders may obtain free copies of
the joint proxy statement/prospectus (when available) and other documents that
are filed or will be filed with the
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Participants in the Solicitation
Teledyne and FLIR and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Teledyne's
stockholders and FLIR's stockholders in connection with the proposed
transaction. Information about FLIR's directors and executive officers and their
ownership of FLIR's common stock is set forth in FLIR's proxy statement for its
Annual Meeting of Stockholders on Schedule 14A filed with the
Cautionary Statement Regarding Forward Looking Statements
This communication contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act, with respect to FLIR's expectations on full year fiscal 2020 guidance and the proposed transaction between Teledyne and FLIR, including statements regarding the benefits of the transaction, the anticipated timing of the transaction and the products and markets of each company. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result" and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events and results to differ materially from the forward-looking statements in this communication, including but not limited to: (i) timing, receipt and terms and conditions of regulatory approvals required for the proposed transaction that could delay the closing of the proposed transaction, reduce the anticipated benefits of the proposed transaction or cause the parties to abandon the proposed transaction; (ii) the possibility that Teledyne and/or FLIR stockholders do not approve the proposed transaction or that other conditions to the closing of the proposed transaction are not satisfied; (iii) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction; (iv) Teledyne's inability to integrate FLIR's business; (v) unexpected costs or liabilities relating to the proposed transaction; (vi) the ability of Teledyne to complete the financing related to the proposed transaction upon acceptable terms; (vii) potential litigation relating to the proposed transaction that could be instituted against Teledyne or FLIR or their respective directors or officers; (viii) the risk that disruptions caused by or relating to the proposed transaction will harm Teledyne's or FLIR's business, including current plans and operations; (ix) the ability of Teledyne or FLIR to retain and hire key personnel; (x) risks related
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to Teledyne's incurrence of indebtedness in connection with the proposed
transaction; (xi) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the proposed
transaction; (xii) risks relating to the market value of the shares of Teledyne
common stock to be issued in the proposed transaction; (xiii) risks associated
with third party contracts containing consent and/or other provisions that may
be triggered by the proposed transaction; (xiv) the impact of public health
crises, such as pandemics (including the COVID-19 pandemic) and epidemics and
any related company or government policies and actions intended to protect the
health and safety of individuals or government policies or actions intended to
maintain the functioning of national or global economies and markets;
(xv) general economic and market developments and conditions; (xvi) restrictions
during the pendency of the proposed transaction or thereafter that may impact
Teledyne's or FLIR's ability to pursue certain business opportunities or
strategic transactions; and (xvii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement.
The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that affect the
businesses of Teledyne and FLIR described in the "Risk Factors" section of their
respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other
documents filed by either of them from time to time with the
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Joint Press Release issued byFLIR Systems, Inc. and Teledyne Technologies Incorporated onJanuary 4, 2021 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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