04. Januar 2021, 18:47 Uhr | Andreas Knoll
Flir Systems' Flir A400/A700 thermal imaging cameras are available as smart sensor and image streaming solutions.
Teledyne Technologies will acquire sensor systems manufacturer Flir Systems in a cash and stock transaction valued at approximately $8 billion. The two companies concluded a definitive agreement to this effect today.
The Teledyne Group includes the measurement technology manufacturer LeCroy, the machine vision companies Dalsa and Lumenera, and the image processing and semiconductor manufacturer e2v.
Under the terms of the agreement, Flir stockholders will receive $28.00 per share in cash and 0.0718 shares of Teledyne common stock for each Flir share, which implies a total purchase price of $56.00 per Flir share based on Teledyne's 5-day volume weighted average share price as of December 31, 2020. The transaction reflects a 40 percent premium for Flir stockholders based on Flir's 30-day volume weighted average price as of December 31, 2020.
As part of the transaction, Teledyne has arranged a $4.5 billion, 364-day credit commitment to fund the transaction and refinance certain existing debt. Teledyne expects to fund the transaction with permanent financing prior to closing. Net leverage at closing is expected to be approximately 4.0x adjusted pro forma EBITDA with leverage declining to less than 3.0x by the end of 2022.
Teledyne expects the acquisition to be immediately accretive to earnings, excluding transaction costs and intangible asset amortization, and accretive to GAAP earnings in the first full calendar year following the acquisition.
"The core business of both of our companies is proprietary sensor technologies," explained Robert Mehrabian, Executive Chairman of Teledyne. "Our business models are also similar: we each supply sensors, cameras, and sensor systems to our customers. However, our technologies and products are complementary with minimal overlap because our image sensors are based on different semiconductor technologies for different wavelengths." Flir President and Chief Executive Officer Jim Cannon added, "Together we will offer a uniquely complementary end-to-end portfolio of sensor technologies for all major fields and applications with a balanced global customer base."
The transaction, which has been approved by the boards of directors of both companies, is expected to close in the middle of 2021, subject to the receipt of required regulatory approvals, including expiration or termination of the applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act, approvals of Teledyne and Flir stockholders and other customary closing conditions.