Teledyne Technologies Incorporated (NYSE:TDY) Files An 8-K Entry into a Material Definitive Agreement

On December 12, 2016, Teledyne Technologies Incorporated
(Teledyne), through its subsidiary Rhombi Holdings Limited
(Teledyne Bidco), issued an announcement (the Rule 2.7
Announcement) to Rule 2.7 of the United Kingdom City Code on
Takeovers and Mergers (the Code) disclosing the terms of a
recommended offer (the Offer) by Teledyne to acquire all of the
issued and outstanding and to be issued shares of e2v
technologies plc, a public limited company registered in England
and Wales (e2v), in a cash transaction (the Acquisition) to be
effected by means of a court-sanctioned scheme of arrangement
(the Scheme) under Part 26 of the United Kingdom Companies Act
2006 (the Companies Act). In connection with the Acquisition,
Teledyne, together with certain of its subsidiaries as
guarantors, has entered into a Credit Agreement (the Bridge
Facility) dated December 11, 2016 with Bank of America, N.A., as
administrative agent and a lender and the other lenders parties
thereto from time to time. The lenders under the Bridge Facility
(the Bridge Lenders) have committed to lend up to 625,000,000 to
fund the Acquisition.

Rule 2.7 Announcement

On December 12, 2016, Teledyne Bidco issued the Rule 2.7
Announcement disclosing the terms of the Offer. For each e2v
share held, e2v shareholders will receive 275 pence to the terms
of the Offer. The Offer values e2v at a maximum equity value of
approximately 620 million on a fully diluted basis. The aggregate
enterprise value for the transaction is expected to be
approximately 627 million (or approximately $789 million) taking
into account expected vesting of e2v employee equity awards and
net debt. For the year ended March 31, 2016, e2v had sales of
approximately 236 million.

The Acquisition will be conditional upon, among other things, (i)
approval of a majority in number of e2v shareholders who vote,
representing not less than 75% in value of the e2v shares voted,
in person or by proxy, at an e2v shareholder meeting (the Court
Meeting) convened with the permission of the High Court of
England and Wales (the Court); (ii) approval by a majority of at
least 75% of the votes cast by e2v shareholders at a separate e2v
shareholder general meeting; (iii) the sanction of the Scheme by
the Court and the filing of the Court order with the Registrar of
Companies in England and Wales; and (iv) the expiration or
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
as well as the approval of the acquisition by the relevant

regulatory authorities or the expiration or termination of
applicable waiting periods under the antitrust laws and foreign
investment notification requirements of certain other
jurisdictions, including Germany and France, and associated
approvals and clearances being received. It is expected that,
subject to the satisfaction or, where applicable, waiver of all
relevant conditions, the Acquisition will be completed in the
first half of 2017.

Teledyne reserves the right, subject to the prior consent of the
United Kingdom Panel on Takeovers and Mergers (the Panel), to
elect to implement the Offer by way of a contractual takeover
offer (as such term is defined in the Companies Act) (a Takeover
Offer).

Bridge Facility

In connection with the proposed acquisition of e2v, Teledyne,
together with certain of its subsidiaries as guarantors, has
entered into the Bridge Facility with the Bridge Lenders. to the
Bridge Facility, the Bridge Lenders have committed to lend up to
625,000,000 to fund the Acquisition. Loans advanced under the
Bridge Facility will mature 364 days from the date the loans are
made. The Bridge Facility is unsecured and, except as described
in the following paragraph, contains representations and
warranties, covenants, events of default and certain other
provisions on substantially the same terms as the Amended and
Restated Credit Agreement, dated as of March 1, 2013, with the
lender parties thereto and Bank of America, N.A. as
administrative agent, swing-line lender and L/C issuer, as
amended. Teledyne Brown Engineering, Inc., Teledyne Instruments,
Inc., Teledyne Scientific Imaging, LLC and Teledyne LeCroy, Inc.,
each of which is a subsidiary of Teledyne, are guarantors under
the Bridge Facility. Borrowings under the Bridge Facility will
bear interest at a variable annual rate based on LIBOR plus an
applicable margin based on the leverage of Teledyne and its
subsidiaries from time to time.

Borrowings under the Bridge Facility will be subject to customary
certain funds provisions consistent with the Code. Such
provisions apply until the date that is the earlier of, among
other things: (i) June 11, 2017; or (ii) the date on which the
Scheme or, if applicable, Takeover Offer under the Code with
respect to the Acquisition has become effective, wholly
unconditional or has lapsed or been terminated or withdrawn (the
Certain Funds Period).>

During the Certain Funds Period, there are a limited range of
circumstances in which funds cannot be drawn under the Bridge
Facility to pay the consideration under the Offer, or if funded,
the principal amount outstanding thereunder, together with all
accrued unpaid interest and other amounts owed

thereunder, may be declared immediately due and payable. These
circumstances include the occurrence of certain major defaults or
breaches of major representations.

The Bridge Lenders and their affiliates have engaged, and may in
the future engage, in commercial banking, investment banking or
financial advisory transactions with Teledyne and its affiliates
in the ordinary course of business. Such Bridge Lenders and their
affiliates have received customary compensation and expenses for
these commercial banking, investment banking or financial
advisory transactions.

The foregoing summaries of the Rule 2.7 Announcement, and the
Acquisition contemplated thereby, and the Bridge Facility do not
purport to be complete and are subject to, and qualified in their
entirety by, the full text of the Rule 2.7 Announcement, which is
attached as Exhibit 2.1 to this Current Report on Form 8-K and
the full text of the Bridge Facility, which is attached as
Exhibit 10.1 to this Current Report on Form 8-K, and each of
these exhibits is incorporated herein by reference.

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

On December 11, 2016, Teledyne entered into the Bridge Facility
as described under Item 1.01 above. The description of the Bridge
Facility set forth in Item 1.01 above is hereby incorporated by
reference.

Item 8.01. Other Events.

On December 12, 2016, Teledyne issued a press release announcing
the terms of a recommended offer by Teledyne Bidco to acquire all
of the issued and to be issued shares of e2v in a cash
transaction. The press release, filed as Exhibit 99.1 to this
Current Report on Form 8-K, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Notice to Non-UK e2v Shareholders

The Offer is not being made and will not be made, directly or
indirectly, in or into the United States or in any other
jurisdiction in which the making of the Offer would not be in
compliance with the laws of such jurisdiction. Any and all
materials related to the Offer should not be sent or otherwise
distributed in or into the United States whether by use of the
United States mail or by any other means or instrumentality of
United States commerce (including, but without limitation, the
mail, facsimile transmission, telex, telephone and the Internet)
or any facility of a United States national securities exchange,
and the Offer cannot be accepted by any such use, means or
instrumentality, in or from within the United States.
Accordingly, no materials related to the Offer will be, and must
not be, sent or otherwise distributed in or into or from the
United States or, in their capacities as such, to custodians,
trustees or nominees holding shares of e2v for United States
persons, and persons receiving any such documents (including
custodians, nominees and trustees) must not distribute or send
them in, into or from the United States. Any purported acceptance
of the Offer resulting directly or indirectly from a violation of
these restrictions will be invalid. No shares of e2v are being
solicited from a resident of the United States and, if sent in
response by a resident of the United States, will not be
accepted. For the purposes of this paragraph, United States means
the United States of America, its territories and possessions,
any state of the United States of America and the District of
Columbia.

The availability of the Offer to e2v shareholders who are not
resident in and citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in
the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
jurisdictions. Further details in relation to non-UK shareholders
will be contained in the Offer documentation.

Neither the United States Securities and Exchange Commission nor
any U.S. state securities commission has approved or disapproved
the Offer or passed upon the completeness of this announcement or
the Offer documentation. Any representation to the contrary is a
criminal offense.

Forward-Looking Statements Cautionary Notice

This Current Report on Form 8-K contains forward-looking
statements intended to qualify for the safe harbor from liability
under the Private Securities Litigation Reform Act of 1995, with
respect to managements beliefs about the financial condition,
results of operations and businesses of Teledyne and e2v in the
future. These statements involve risks and uncertainties, are
based on the current expectations of the management of e2v and
Teledyne and are subject to uncertainty and changes in
circumstances. The forward-looking

statements contained herein may include statements about the
expected effects on Teledyne of the Offer, the expected timing
and scope of the Acquisition, anticipated earnings enhancements,
estimated cost savings and other synergies, costs to be incurred
in achieving synergies and other strategic options and all other
statements in this announcement other than historical facts.
Forward-looking statements include, without limitation,
statements typically containing words such as intends, expects,
anticipates, targets, estimates and words of similar import. By
their nature, forward-looking statements are not guarantees of
future performance or results and involve risks and uncertainties
because they relate to events and depend on circumstances that
will occur in the future. Actual results could differ materially
from these forward-looking statements. Many factors could change
anticipated results, including unanticipated issues associated
with the satisfaction of the conditions to the Offer, issues
associated with obtaining necessary regulatory approvals and the
terms and conditions of such approvals, Teledynes ability to
integrate the acquired operations, retain customers and achieve
operating synergies, the ability to develop and market new
products, failure of the requisite number of e2v shareholders to
approve the Acquisition, and unexpected acquisition-related costs
and expenses. Certain of these and other factors that could
affect e2vs business are discussed in e2vs Annual Report for the
fiscal year ended March 31, 2016, and Half Yearly Financial
Report for the first six months of fiscal 2017. Additional
information concerning factors that could cause actual results to
differ materially from those projected in the forward-looking
statements is contained in Teledynes periodic filings with the
Securities and Exchange Commission, including its 2015 Annual
Report on Form 10-K and Quarterly Report on Form 10-Q for the
first nine months of 2016. Neither Teledyne nor e2v undertake any
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.