UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 22, 2010
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
Delaware
(State or other jurisdiction of
incorporation)
|
|
1-15295
(Commission File Number)
|
|
25-1843385
(I.R.S. Employer Identification No.) |
| |
|
|
|
1049 Camino Dos Rios
Thousand Oaks, California
(Address of principal executive offices)
|
|
91360-2362
(Zip Code) |
Registrant’s telephone number, including area code: (805) 373-4545
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.
13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On December 22, 2010, Teledyne Technologies Incorporated (“Teledyne”) entered into an
Arrangement Agreement (the “Arrangement Agreement”), that provides for the acquisition of DALSA
Corporation, a company organized under the laws of Ontario, Canada, by a wholly-owned subsidiary of
Teledyne. Pursuant to the transaction, Teledyne will acquire all of the outstanding common shares
and equity interests of DALSA for CAD $18.25 per share payable in cash. The aggregate value for
the transaction is approximately CAD $341 million, taking into account DALSA’s stock options and
net cash as of September 30, 2010.
DALSA Corporation, based in Waterloo, Ontario, Canada, designs, develops, manufactures and
markets digital imaging products and semiconductors. DALSA Corporation’s common shares are listed
on the Toronto Stock Exchange.
The transaction will be carried out by way of a statutory plan of arrangement under the
Business Corporations Act (Ontario). The completion of the transaction is subject to, among other
things, the approval of shareholders of DALSA Corporation constituting at least two-thirds of the
common shares of DALSA Corporation represented at a special meeting of shareholders of DALSA
Corporation to be called to consider the transaction and court approval. In addition, the
transaction is subject to a number of additional closing conditions, including receipt of required
regulatory approvals, as well as other customary closing conditions.
Item 7.01. Regulation FD Disclosure
On December 22, 2010, Teledyne issued a press release announcing the entry into an agreement
to acquire DALSA Corporation. A copy of this press release is furnished as Exhibit 99.1 to this
report and is incorporated by reference herein. The information furnished pursuant to this Item
7.01 shall in no way be deemed to be “filed” for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended.
Page 2 of 5