FLIR Systems, Inc.(NASDAQ:FLIR), an Oregon corporation (“FLIR”), entered into an Asset Purchase Agreement (the “APA”), dated as of October 1, 2016, by and among FLIR Integrated Imaging Solutions, Inc., a British Columbia company (the “Purchaser”), Point Grey Research Inc., a Canadian corporation (the “Seller”), FLIR and certain shareholders of the Seller. The APA provides that, among other things, upon the terms and subject to the conditions set forth in the APA, the Purchaser will purchase and assume from the Seller substantially all of the assets and liabilities of the Seller for approximately $253 million in cash (the “Purchase Price”) (the “Transaction”). Under the APA, FLIR has agreed to guarantee the Purchaser’s payment of the Purchase Price. FLIR expects the Transaction to close in the fourth quarter of 2016.
Each of the parties to the APA has made representations, warranties and covenants in the APA that are customary for a transaction of this nature. Consummation of the Transaction is subject to customary conditions, including the approval of the Seller’s shareholders.
FLIR previously disclosed the Transaction and its announcement thereof in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2016.