On February 8, 2019, FLIR Systems, Inc. an Oregon corporation (“FLIR”), entered into an Agreement and Plan of Merger, by and among FLIR Detection, Inc., a Delaware corporation (“Parent”), Echo Robotic Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Endeavor Robotic Holdings, Inc., a Delaware corporation (the “Company”), and the other parties thereto (the “Merger Agreement”). The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the “Merger”).

On March 4, 2019, FLIR completed the Merger for approximately $382 million in cash, which amount is subject to certain closing adjustments as set forth in the Merger Agreement.

FLIR previously disclosed the Agreement and Plan of Merger and its announcement thereof in a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2019.

Item 7.01. Regulation FD Disclosure

On March 4, 2019, FLIR Systems, Inc. announced that it had completed the Merger. The press release is furnished herewith as Exhibit 99.1.

The information in this Item 7.01 and the related Item 9.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as amended, regardless of any general incorporation language in such filing.

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1 Press Release, dated March 4, 2019.

FLIR SYSTEMS INC Exhibit
EX-99.1 2 flirendeavoracqclosewirere.htm EXHIBIT 99.1 Exhibit Exhibit 99.1FLIR Systems Completes Acquisition of Endeavor RoboticsAcquisition Solidifies FLIR’s Entry into Unmanned Ground Vehicles Market for Military,…
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About FLIR SYSTEMS, INC. (NASDAQ:FLIR)

FLIR Systems, Inc. (FLIR) designs, develops, markets and distributes thermal imaging systems, visible-light imaging systems, locater systems, measurement and diagnostic systems and advanced threat-detection solutions. The Company’s segments include Surveillance, Instruments, Security, OEM & Emerging Markets, Maritime and Detection. Its Surveillance segment provides enhanced imaging and recognition solutions. Its Instruments segment provides devices that image, measure and assess thermal energy, gases and other environmental elements for industrial, commercial, and scientific applications under the FLIR and Extech brands. Its OEM & Emerging Markets segment provides thermal imaging camera cores and components. Its Maritime segment develops and manufactures electronics and imaging instruments. Its Security segment develops and manufactures a range of cameras and video recording systems. The Detection segment offers sensors, instruments and integrated platform solutions.