Item 1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On January 4, 2021, Teledyne Technologies Incorporated ("Teledyne") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among FLIR Systems, Inc., a Delaware corporation ("FLIR"), Firework Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Teledyne ("Merger Sub I"), Firework Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Teledyne ("Merger Sub II"), and Teledyne. The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub I will merge with and into FLIR, with FLIR as the surviving corporation (the "Merger"), and (ii) immediately following the completion of the Merger, the surviving corporation from the Merger will merge with and into Merger Sub II (the "Subsequent Merger," and together with the Merger, the "Mergers"), with Merger Sub II surviving the Subsequent Merger and continuing as a wholly owned subsidiary of Teledyne.

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 $0.01 per share ("FLIR Shares"), issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Teledyne, FLIR or any of their respective subsidiaries and shares held by any holder of FLIR Shares who is entitled to demand and properly demands appraisal of such shares under Delaware law) will convert into the right to receive (i) $28.00 per share in cash and (ii) 0.0718 of a share of common stock of Teledyne, par value $0.001 per share ("Teledyne Common Stock"). No fractional shares of Teledyne Common Stock will be issued in the Merger, and holders of FLIR Shares will receive cash in lieu of any fractional shares of Teledyne Common Stock.

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) $56.00 over (y) the exercise price of such FLIR Stock Option, multiplied by (ii) the number of FLIR Shares subject to such FLIR Stock Option, less applicable tax withholdings. In the event the per-share exercise price of a FLIR Stock Option is equal to or greater than $56.00, such FLIR Stock Option will be cancelled as of the effective time of the Merger without payment.

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 $56.00 in respect of each FLIR Share subject to such FLIR RSU.

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 $56.00 in respect of each FLIR Share subject to such FLIR PRSU, with certain adjustments related to the satisfaction of the relevant performance criteria.

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 New York Stock Exchange of the shares of Teledyne Common Stock issuable to FLIR's stockholders pursuant to the Merger Agreement, (iv) the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain regulatory approval by other governmental authorities, (v) the absence of any court order or other legal restraint or prohibition preventing the consummation of the Merger or the Subsequent Merger, (vi) the effectiveness of a registration statement on Form S-4 to be filed with the Securities and Exchange Commission (the "SEC") by Teledyne in connection with the issuance of shares of Teledyne Common Stock in the Merger, (vii) in the case of each party's obligation to effect the Merger, the absence of a material adverse effect with respect to the other party since the date of the Merger Agreement and (viii) subject to materiality exceptions, the accuracy of the representations and warranties made by Teledyne, Merger Sub I and Merger Sub II, on the one hand, and FLIR, on the other hand, and compliance by Teledyne, Merger Sub I, Merger Sub II and FLIR in all material respects with their respective obligations under the Merger Agreement.

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 January 2, 2021, the Board, in connection with the Merger Agreement, adopted the Second Amended and Restated Bylaws of Teledyne Technologies Incorporated (the "Amended Bylaws"), which reflect an amendment to Article VIII of Teledyne's existing Amended and Restated Bylaws to revise the exclusive forum selection provisions. The Amended Bylaws became effective immediately.

The amended Article VIII provides that, unless Teledyne consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action, suit or proceeding brought on behalf of Teledyne; (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director or officer of Teledyne to Teledyne or to Teledyne's stockholders; (iii) any action, suit or proceeding arising pursuant to any provision of the General Corporation Law of the State of Delaware, Teledyne's certificate of incorporation or the Amended Bylaws; or (iv) any action, suit or proceeding asserting a claim against Teledyne governed by the internal affairs doctrine of the State of Delaware.

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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