On January 4, 2021, FLIR and Teledyne Technologies Incorporated issued a joint press release announcing that they had entered into an Agreement and Plan of Merger dated January 4, 2021 (the “Merger Agreement”). Under the terms of the Merger Agreement, each FLIR stockholder will be entitled to receive: (i) $28.00 in cash, and (ii) 0.0718 shares of Teledyne common stock for each share of FLIR common stock they own. The Proposed Transaction is valued at approximately $8 billion.

On March 4, 2021, Teledyne filed a Form S-4 Registration Statement (as amended on March 26, 2021) with the SEC. The Complaint alleges the Registration Statement, which recommends that FLIR stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the financial projections for FLIR and the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the Company’s financial advisor; and (ii) the financial advisor’s and Company insiders’ potential conflicts of interest.