Teledyne Technologies Incorporated (NYSE:TDY) Files An 8-K Completion of Acquisition or Disposition of Assets

ME Staff 8-k

8 years ago

Teledyne Technologies Incorporated (NYSE:TDY) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01 >Completion of Acquisition or Disposition of Assets.

As previously announced, on December 12, 2016, the boards of
Teledyne Technologies Incorporated (Teledyne) and e2v technologies
plc (e2v) announced that they had reached agreement on the terms of
a recommended cash offer by Teledyne by means of a court approved
scheme of arrangement (the “Scheme”), through a wholly-owned
subsidiary, for the entire issued and to be issued ordinary share
capital of e2v (the Acquisition). The Acquisition was completed on
March 28, 2017.

Each e2v share was valued at 275 pence. The aggregate value for the
transaction, excluding transaction costs, was approximately 627
million (or approximately $789 million) taking into account e2v
stock options and net debt as of September 2016.

The Scheme was sanctioned by the High Court of Justice of England
and Wales on March 27, 2017. The Scheme became effective on March
28, 2017, upon delivery of the High Courts order to the Registrar
of Companies in England and Wales. e2vs shares are expected to be
delisted from the London Stock Exchange on March 29, 2017.

The foregoing summary of the Acquisition does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of the Rule 2.7 Announcement for the Acquisition, which
is attached as Exhibit 2.1 to Teledynes Current Report on Form 8-K
dated December 11, 2016, and incorporated by reference herein.

A press release dated as of March 28, 2017, related to the
effectiveness of the Acquisition is attached hereto as Exhibit 99.1


Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously reported, on March 17, 2017, Teledyne and its
subsidiary, Teledyne Netherlands B.V., as borrowers, entered into a
Term Loan Credit Agreement with the several banks and other
financial institutions from time to time parties thereto as
lenders, Bank of America, N.A., as administrative agent, and
Merrill Lynch, Pierce, Fenner Smith Incorporated, sole lead
arranger and sole book manager (the Term Loan Credit Agreement).

On March 28, 2017, Teledyne Netherlands B.V. borrowed $100 million
under the Term Loan Credit Agreement and used the proceeds of the
borrowings to pay a portion of the cash consideration for the
Acquisition. Teledyne funded the remainder of the cash
consideration for the Acquisition and related fees and expenses
with cash on hand and through borrowings under Teledyne’s Amended
and Restated Credit Agreement dated as of March 1, 2013, as amended
by that certain First Amendment to Amended and Restated Credit
Agreement dated as of December 4, 2015, that certain Second
Amendment to Amended and Restated Credit Agreement dated as of
January 17, 2017 and that Third Amendment to Amended and Restated
Credit Agreement dated as of March 17, 2017.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will
be filed by amendment within 71 calendar days after the date upon
which this current report on Form 8-K must be filed.

(b) Financial Statements of Business Acquired.

The pro forma financial information required by Item 9.01(b) of
Form 8-K will be filed by amendment within 71 calendar days after
the date upon which this current report on Form 8-K must be filed.

(d) Exhibits





Exhibit 2.1		Rule 2.7 Announcement, dated December 12, 2016, related to the recommend cash offer for e2v technologies plc (incorporated by reference to Exhibit 2.1 to Teledyne’s Current Report on Form 8-K dated December 11, 2016)

Exhibit 10.1		Term Loan Credit Agreement, dated as of March 17, 2017, by and among Teledyne Technologies Incorporated and Teledyne Netherlands B.V., as borrowers, the several banks and other financial institutions from time to time parties thereto as lenders, Bank of America, N.A., as administrative agent, and Merrill Lynch, Pierce, Fenner Smith Incorporated, sole lead arranger and sole book manager (incorporated by reference to Exhibit 10.2 to Teledyne’s Current Report on Form 8-K dated March 17, 2017)

Exhibit 99.1		Press Release announcing effectiveness of e2v acquisition, dated March 28, 2017

About Teledyne Technologies Incorporated (NYSE:TDY)
Teledyne Technologies Incorporated provides enabling technologies for industrial markets. The Company caters to a range of markets, which include deepwater oil and gas exploration and production, oceanographic research, and air and water quality environmental monitoring. Its products include monitoring and control instrumentation for marine and environmental applications, harsh environment interconnects, and electronic test and measurement equipment. The Company operates through four segments: Instrumentation, which provides monitoring and control instruments for marine, environmental, industrial and other applications; Digital Imaging, which include sensors, cameras and systems, within the visible, infrared, ultraviolet and X-radiation (X-ray) spectra; Aerospace and Defense Electronics, which provides electronic components, subsystems and communications products, and Engineered Systems, which provides systems engineering and integration and technology development. Teledyne Technologies Incorporated (NYSE:TDY) Recent Trading Information
Teledyne Technologies Incorporated (NYSE:TDY) closed its last trading session up +2.30 at 127.04 with 78,301 shares trading hands.