Teledyne Technologies Incorporated (NYSE:TDY) (“Teledyne”) and
Micropac Industries, Inc. (OTC:MPAD) (“Micropac”) jointly announced
today that they have entered into a definitive merger agreement
that provides for the merger of Micropac with a wholly-owned
subsidiary of Teledyne. Pursuant to the terms of the merger
agreement, Teledyne will acquire all of the issued and outstanding
common shares of Micropac for $20.00 per share payable in cash,
without interest and subject to required withholding taxes. The
all-cash transaction values Micropac at approximately $57.3
million, taking into account Micropac’s net debt as of August 24,
2024.
The transaction was unanimously approved by the Boards of
Directors of Teledyne and Micropac, acting upon the recommendation
of a special committee established by Micropac’s Board and
comprised of independent directors. Stockholders of Micropac
holding approximately 75% of the outstanding shares of common stock
have approved the merger agreement by written consent, and the
transaction is expected to close by the end of 2024, subject to
customary closing conditions.
Micropac, founded in 1963, designs and manufactures
microelectronic circuits, optoelectronic components, and sensor and
display assemblies, primarily for military, aerospace, and medical
applications.
“We will be delighted to welcome Micropac and its employees to
the Teledyne family,” said Robert Mehrabian, Executive Chairman of
Teledyne. “Micropac’s products are complementary to our own, and we
serve common customers in defense, space and healthcare
markets.”
“Micropac is proud to be joining Teledyne, and we view the
combination as a natural next step in Micropac’s evolution,” said
Mark King, Chairman, President and Chief Executive Officer of
Micropac. “We are looking forward to leveraging Teledyne’s
additional market reach and technical capabilities, while
maintaining the Micropac name and continuing to operate from our
new state-of-the-art facility in Garland, Texas.”
Mesirow Financial, Inc. is acting as financial advisor to
Micropac, and Haynes and Boone, LLP is serving as legal counsel to
Micropac. McGuireWoods LLP is serving as legal counsel to
Teledyne.
About Teledyne
Teledyne is a leading provider of sophisticated digital imaging
products and software, instrumentation, aerospace and defense
electronics, and engineered systems. Teledyne’s operations are
primarily located in the United States, Canada, the United Kingdom,
and Western and Northern Europe. For more information, visit
Teledyne’s website at www.teledyne.com.
About Micropac
Founded in 1963, Micropac is a diversified, high technology
company located in Garland, Texas, specializing in high reliability
microcircuit products and electronic assemblies, power products,
sensors, displays, optical data transport products and
optoelectronic components and assemblies. Micropac develops and
manufactures complete custom designs to meet specific customer
applications and requirements. Our products are being used
throughout the world in a wide variety of military/aerospace,
space, medical and industrial applications. Visit www.micropac.com
for more information.
Additional Information and Where to Find It
In connection with the proposed acquisition, Micropac intends to
file relevant materials with the SEC, including Micropac’s
information statement in preliminary and definitive form. Micropac
stockholders are strongly advised to read all relevant documents
filed with the SEC, including Micropac’s information statement,
because they will contain important information about the proposed
transaction. These documents will be available at no charge on the
SEC’s website at www.sec.gov. In addition, documents will also be
available for free from Micropac by contacting its investor
relations department at +1.972.272.3571.
Cautionary Statement Regarding Forward Looking
Statements
This release contains forward-looking statements, as defined in
the Private Securities Litigation Reform Act of 1995, with respect
to management’s beliefs about the financial condition, results of
operations and businesses of Teledyne and Micropac in the future.
Forward-looking statements involve risks and uncertainties, are
based on the current expectations of the management of Teledyne and
Micropac and are subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein may
include statements about the expected effects of Teledyne’s
proposed acquisition of Micropac, the anticipated timing and scope
of the proposed transaction and anticipated synergies related to
the proposed transaction, and other strategic options.
Forward-looking statements generally are accompanied by words such
as “projects”, “intends”, “expects”, “anticipates”, “targets”,
“estimates”, “will” and words of similar import that convey the
uncertainty of future events or outcomes. All statements made in
this communication that are not historical in nature should be
considered forward-looking. By its nature, forward-looking
information is not a guarantee of future performance or results and
involves risks and uncertainties because it relates to events and
depends 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 the occurrence of any event, change or other
circumstances that could give rise to the right of Teledyne or
Micropac or both to terminate the merger agreement; the outcome of
any legal proceedings that may be instituted against Teledyne or
Micropac in connection with the merger agreement; the failure to
satisfy any of the conditions to the proposed transaction on a
timely basis or at all; the inability to complete the acquisition
and integration of Micropac successfully, to retain customers and
key employees and to achieve operating synergies, including the
possibility that the anticipated benefits of the proposed
transaction are not realized when expected or at all, including as
a result of the impact of, or problems arising from, the
integration of the two companies or as a result of the strength of
the economy and competitive factors in the areas where Teledyne and
Micropac do business; the possibility that the proposed transaction
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; the parties’ ability to
meet expectations regarding the timing, completion and accounting
and tax treatments of the proposed transaction; changes in relevant
tax and other laws; the inability to develop and market new
competitive products; inherent uncertainties involved in the
estimates and judgments used in the preparation of financial
statements and the providing of estimates of financial measures, in
accordance with U.S. GAAP and related standards; and operating
results of Micropac being lower than anticipated.
Additional factors that could cause results to differ materially
from those described above can be found in Teledyne’s Annual Report
on Form 10-K for the year ended December 31, 2023, and its
Quarterly Reports on Form 10-Q for the periods ended March 31, June
30 and September 29, 2024, all of which are on file with the SEC
and available in the “Investors” section of Teledyne’s website,
teledyne.com, under the heading “Investor Information” and in other
documents Teledyne files with the SEC, and in Micropac’s Annual
Report on Form 10-K for the year ended November 30, 2023, and its
Quarterly Reports on Form 10-Q for the periods ended February 24,
May 25 and August 24, 2024, all of which are on file with the SEC
and in other documents Micropac files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Teledyne nor Micropac assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
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Jason VanWees +1.805.373.4542
Teledyne Technologies (NYSE:TDY)
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