Teledyne Technologies (TDY) S-4/ARegistration of securities issued in business combination transactions (amended)

As filed with the Securities and Exchange Commission on March 26, 2021

Registration No. 333-253859

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Teledyne Technologies Incorporated

(Exact Name of Registrant as Specified in Its Charter)

1049 Camino Dos Rios

Thousand Oaks, California 91360

(805) 373-4545

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Robert Mehrabian, Executive Chairman of the Board of Directors

Melanie S. Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

Teledyne Technologies Incorporated

1049 Camino Dos Rios

Thousand Oaks, California 91360

(805) 373-4545

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the mergers described herein are satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)  ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained in this joint proxy statement/prospectus is subject to completion or amendment. Teledyne Technologies Incorporated may not sell the securities offered by this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED MARCH 26, 2021

1049 Camino Dos Rios Thousand Oaks, California 91360		27700 SW Parkway Avenue Wilsonville, Oregon 97070

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Teledyne Technologies Incorporated and FLIR Systems, Inc.:

On January 4, 2021, Teledyne Technologies Incorporated, a Delaware corporation (“Teledyne”), and FLIR Systems, Inc., a Delaware corporation (“FLIR”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Teledyne will acquire FLIR. The Merger Agreement provides for a business combination in which Firework Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Teledyne (“Merger Sub I”), will merge with and into FLIR (the “First Merger”), with FLIR surviving as a wholly owned subsidiary of Teledyne, and (ii) immediately following the completion of the First Merger, FLIR, as the surviving corporation of the First Merger, will merge (such merger, the “Second Merger” and, together with the First Merger, the “Mergers”) with and into Firework Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Teledyne (“Merger Sub II”), with Merger Sub II surviving the Second Merger and continuing as a wholly owned subsidiary of Teledyne. A copy of the Merger Agreement is included as Annex A to the accompanying joint proxy statement/prospectus.

Pursuant to the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each share of FLIR common stock, $0.01 par value per share (“FLIR Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares owned or held by (x) Teledyne or any of its subsidiaries, (y) in treasury or otherwise by FLIR or any of its subsidiaries and (z) any person who is entitled to demand and properly demands appraisal of such shares under Delaware law) will automatically convert into the right to receive (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne common stock, $0.01 par value per share (“Teledyne Common Stock”). Teledyne Common Stock is traded on the New York Stock Exchange under the symbol “TDY,” and FLIR Common Stock is traded on the Nasdaq Global Select Market under the symbol “FLIR.”

Teledyne will hold a virtual special meeting of the Teledyne stockholders (the “Teledyne Special Meeting”) on May 13, 2021 at 9:00 a.m. Pacific Time, to consider certain matters relating to the Mergers. At the Teledyne Special Meeting, Teledyne stockholders will be asked to consider and vote on (i) a proposal to approve the issuance of shares of Teledyne Common Stock in connection with the transactions contemplated by the Merger Agreement (the “Teledyne Share Issuance Proposal”), and (ii) a proposal to approve one or more adjournments of the Teledyne Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Teledyne Share Issuance Proposal at the time of the Teledyne Special Meeting.

The Teledyne board of directors recommends that Teledyne stockholders vote “FOR” each of the proposals presented at the Teledyne Special Meeting.

FLIR will hold a virtual special meeting of the FLIR stockholders (the “FLIR Special Meeting”) on May 13, 2021 at 9:00 a.m. Eastern Time to consider certain matters relating to the Mergers. At the FLIR Special Meeting, FLIR stockholders will be asked to consider and vote on (i) a proposal to adopt the Merger Agreement (the “FLIR Merger Proposal”), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable to FLIR’s named executive officers in connection with the Mergers, and (iii) a proposal to approve one or more adjournments of the FLIR Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the FLIR Merger Proposal at the time of the FLIR Special Meeting.

The FLIR board of directors recommends that FLIR stockholders vote “FOR” each of the proposals presented at the FLIR Special Meeting.

YOUR VOTE IS VERY IMPORTANT. The Mergers cannot be completed and the merger consideration will not be paid unless (i) Teledyne stockholders approve the Teledyne Share Issuance Proposal and (ii) FLIR stockholders approve the FLIR Merger Proposal. Whether or not you plan to virtually attend the Teledyne Special Meeting or the FLIR Special Meeting, as applicable, please vote as soon as possible over the Internet or by telephone as described in the accompanying joint proxy statement/prospectus or by completing the enclosed proxy card and mailing it in the enclosed envelope. Information about the special meetings, the Mergers and the other business to be considered at the respective special meetings is contained in the accompanying joint proxy statement/prospectus. You are urged to read the accompanying joint proxy statement/prospectus, including the annexes and the documents incorporated by reference, carefully and in its entirety.

In particular, you should carefully read “Risk Factors” beginning on page 32 for a discussion of certain of the material risks to consider in evaluating the proposals to be considered at the special meetings and how they will affect you.

Thank you for your cooperation and continued support.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying joint proxy statement/prospectus or passed upon the accuracy or adequacy of the disclosures in the accompanying joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This document and the accompanying joint proxy statement/prospectus is dated                , 2021 and is first being mailed to stockholders of record of Teledyne and to stockholders of record of FLIR on or about                , 2021.

ADDITIONAL INFORMATION

The accompanying document is a joint proxy statement of Teledyne and FLIR and a prospectus of Teledyne for the shares of Teledyne Common Stock to be issued to FLIR stockholders as consideration in the Mergers. The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about Teledyne and FLIR from documents that are not included in or delivered with the accompanying joint proxy statement/prospectus. You can obtain the documents incorporated by reference into the accompanying joint proxy statement/prospectus (other than certain exhibits or schedules to these documents), without charge, by requesting copies of such documents in writing or by telephone from Teledyne or FLIR, respectively, at the following addresses and telephone numbers, or through the Securities and Exchange Commission website at www.sec.gov:

In addition, if you have any questions about the Merger Agreement, the Mergers, the issuance of shares of Teledyne Common Stock in the Mergers or the other transactions contemplated by the Merger Agreement, or if you need additional copies of the accompanying joint proxy statement/prospectus, you should contact:

To ensure timely delivery of these documents, any request should be made no later than May     , 2021 to receive them before the Teledyne Special Meeting or the FLIR Special Meeting.

See “Where You Can Find More Information” beginning on page 205 of the accompanying joint proxy statement/prospectus for further information.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON May 13, 2021

To Our Stockholders:

A special meeting of stockholders of Teledyne Technologies Incorporated, a Delaware corporation (“Teledyne”), will be held on May 13, 2021 at 9:00 a.m. Pacific Time via a live interactive audio webcast on the Internet (the “Teledyne Special Meeting”). You will be able to vote and submit your questions at www.meetingcenter.io/284418380 during the meeting. The meeting password is TDY2021. The Teledyne Special Meeting is being held for the purpose of considering and voting on the following proposals:

Each of the proposals is more fully described in the accompanying joint proxy statement/prospectus of Teledyne and FLIR, which provides you with information about Teledyne, FLIR, the Teledyne Special Meeting, the Mergers, the Merger Agreement, the issuance of shares of Teledyne Common Stock in the Mergers and other related matters. The accompanying joint proxy statement/prospectus also includes, as Annex A, a copy of the Merger Agreement. Teledyne encourages you to carefully read the accompanying joint proxy statement/prospectus in its entirety, including the annexes and the documents incorporated by reference.

Only holders of shares of Teledyne Common Stock as of the close of business on April 9, 2021, which is the record date for the Teledyne Special Meeting, are entitled to receive notice of, attend and vote at the Teledyne Special Meeting and any adjournment or postponement thereof.

YOUR VOTE IS VERY IMPORTANT. The Mergers cannot be completed unless Teledyne stockholders approve the Teledyne Share Issuance Proposal. Whether or not you plan to virtually attend the Teledyne Special Meeting, please complete the enclosed proxy card and sign, date and return it promptly so that your shares will be represented at the Teledyne Special Meeting. You also may vote your shares over the Internet or by telephone by following the instructions included on the proxy card. Submitting your proxy in writing, over the Internet or by telephone will not prevent you from voting electronically at the virtual Teledyne Special Meeting.

Approval of each of the Teledyne Share Issuance Proposal and the Teledyne Adjournment Proposal requires the affirmative vote of a majority of the votes cast, electronically at the Teledyne Special Meeting or by proxy.

The Teledyne board of directors recommends that Teledyne stockholders vote “FOR” each of the proposals presented at the Teledyne Special Meeting.

By Order of the Teledyne Board of Directors,

Robert Mehrabian

Executive Chairman

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD May 13, 2021

To Our Stockholders:

A special meeting of stockholders of FLIR Systems, Inc., a Delaware corporation (“FLIR”), will be held on May 13, 2021 at 9:00 a.m. Eastern Time via a live interactive audio webcast on the Internet (the “FLIR Special Meeting”). You will be able to vote and submit your questions during the meeting using the unique link that will be emailed to you after you register in advance at www.proxydocs.com/FLIR using the control number on your proxy card accompanying the joint proxy statement/prospectus. The FLIR Special Meeting is being held for the purpose of considering and voting on the following proposals:

Each of the proposals is more fully described in the accompanying joint proxy statement/prospectus of Teledyne and FLIR, which provides you with information about FLIR, Teledyne, the FLIR Special Meeting, the Mergers, the Merger Agreement and other related matters. The accompanying joint proxy statement/prospectus also includes, as Annex A, a copy of the Merger Agreement. FLIR encourages you to carefully read the accompanying joint proxy statement/prospectus in its entirety, including the annexes and the documents incorporated by reference.

Only holders of FLIR common stock, $0.01 par value per share (“FLIR Common Stock”), as of the close of business on April 7, 2021, which is the record date for the FLIR Special Meeting, are entitled to receive notice of, attend and vote at the FLIR Special Meeting and any adjournment or postponement thereof.

YOUR VOTE IS VERY IMPORTANT. The Mergers cannot be completed and the merger consideration will not be paid unless FLIR stockholders approve the FLIR Merger Proposal. Whether or not you plan to virtually attend the FLIR Special Meeting, please complete the enclosed proxy card and sign, date and return it promptly so that your shares will be represented at the FLIR Special Meeting. You also may vote your shares over the Internet or by telephone by following the instructions included on the proxy card. Submitting your proxy in writing, over the Internet or by telephone will not prevent you from voting electronically at the virtual FLIR Special Meeting.

Approval of the FLIR Merger Proposal requires the affirmative vote of a majority of the outstanding shares of FLIR Common Stock entitled to vote as of the close of business on the record date for the FLIR Special Meeting. Approval of each of the FLIR Advisory Executive Compensation Proposal and the FLIR Adjournment Proposal requires the affirmative vote of a majority of the votes cast, electronically at the FLIR Special Meeting or by proxy. Because the FLIR Advisory Executive Compensation Proposal is advisory, it will not be binding on FLIR, and failure to receive the vote required for approval will not change FLIR’s obligations to pay the compensation contemplated in connection with the Mergers pursuant to the terms of the applicable agreements and arrangements.

The FLIR board of directors recommends that FLIR stockholders vote “FOR” each of the proposals presented at the FLIR Special Meeting.

By Order of the FLIR Board of Directors,

Earl R. Lewis

Chairman of the Board of Directors

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGERS, THE TELEDYNE SPECIAL MEETING AND THE FLIR SPECIAL MEETING

The following are answers to some questions that you, as a stockholder of Teledyne Technologies Incorporated (“Teledyne”) or FLIR Systems, Inc. (“FLIR”), may have regarding the proposed transaction between Teledyne and FLIR and the proposals to be considered at their respective special meetings. This section does not provide all the information that might be important to you with respect to the proposed transaction between Teledyne and FLIR. Teledyne and FLIR urge you to carefully read the remainder of this joint proxy statement/prospectus, including the annexes and the documents incorporated by reference in this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 205 of this joint proxy statement/prospectus.

The Mergers cannot be completed unless, among other things, (i) the Teledyne stockholders approve the issuance of shares of Teledyne common stock, $0.01 par value per share (“Teledyne Common Stock”), in connection with the transactions contemplated by the Merger Agreement and (ii) the FLIR stockholders adopt the Merger Agreement.

Teledyne and FLIR are using this document as a joint proxy statement to solicit proxies from Teledyne stockholders and FLIR stockholders, respectively, in connection with proposals relating to the Mergers. Teledyne is also using this document as a prospectus by which Teledyne will offer and issue Teledyne Common Stock in connection with the Mergers.

Each of Teledyne and FLIR will hold separate special meetings of stockholders to obtain the approvals for the proposals described in this joint proxy statement/prospectus in connection with the Mergers. These special meetings are referred to herein as the “Teledyne Special Meeting” and the “FLIR Special Meeting,” respectively. This joint proxy statement/prospectus contains important information about the Mergers and the other proposals being voted on at the special meetings. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending your virtual special meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.

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At the FLIR Special Meeting, FLIR stockholders will be asked to consider and vote on the following proposals:

FLIR stockholders. If the First Merger is completed, for each share of FLIR common stock, $0.01 par value per share (“FLIR Common Stock”), you hold that is issued and outstanding immediately prior to the Effective Time, you will have the right to receive: (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne Common Stock (the “merger consideration”). No fractional shares of Teledyne Common Stock will be issued in the First Merger, and holders of FLIR Common Stock will receive cash in lieu of any fractional shares of Teledyne Common Stock.

As a result of the Mergers, based on the number of shares of Teledyne Common Stock and FLIR Common Stock outstanding as of                , 2021, the last practicable trading day before the date of this joint proxy statement/prospectus, current Teledyne stockholders are expected to own approximately    % of Teledyne Common Stock outstanding immediately following the Mergers, and current FLIR stockholders are expected to own approximately     % of Teledyne Common Stock outstanding immediately following the Mergers, each on a fully diluted basis (without giving effect to any shares of Teledyne Common Stock that may be held by FLIR stockholders prior to the Mergers).

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FLIR Service-based Restricted Stock Units. At the Effective Time, each FLIR restricted stock unit subject only to service-based vesting requirements (each, a “FLIR RSU”) that was granted prior to the date of the Merger Agreement and is outstanding immediately prior to the Effective Time will automatically vest and be cancelled and converted into the right to receive $56.00 in cash in respect of each share of FLIR Common Stock subject to such FLIR RSU.

FLIR Service-based Restricted Stock Units Awarded in 2021. At the Effective Time, each FLIR RSU awarded at any time following the date of the Merger Agreement (each, a “2021 FLIR RSU”) that is outstanding immediately prior to the Effective Time and is held by (i) any director of FLIR, (ii) any officer of FLIR who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to FLIR or (iii) any executive of FLIR who has a “change of control” agreement or participates in FLIR’s Change in Control Severance Benefit Plan (each of (i), (ii) and (iii), an “Accelerated RSU Holder”) will automatically vest and be cancelled and converted into the right to receive $56.00 in cash in respect of each share of FLIR Common Stock subject to such 2021 FLIR RSU.

At the Effective Time, each 2021 FLIR RSU that is outstanding immediately prior to the Effective Time and is not held by an Accelerated RSU Holder will be assumed by Teledyne and automatically converted into a restricted stock unit with respect to a number of shares of Teledyne Common Stock (each, an “Adjusted RSU”) equal to the product obtained by multiplying (x) the total number of shares of FLIR Common Stock subject to such 2021 FLIR RSU immediately prior to the Effective Time by (y) 0.1436, with any fractional shares to be paid in cash. Upon assumption and conversion, each such Adjusted RSU will otherwise be subject to the same terms and conditions as were applicable to the corresponding 2021 FLIR RSU before the Effective Time.

FLIR Performance-based Restricted Stock Units. At the Effective Time, each FLIR restricted stock unit subject to both service-based and performance-based vesting requirements (each, a “FLIR PRSU”) that was granted prior to the date of the Merger Agreement and is outstanding immediately prior to the Effective Time will automatically vest and be cancelled and converted into the right to receive $56.00 in cash in respect of each share of FLIR Common Stock subject to such FLIR PRSU. The number of shares of FLIR Common Stock underlying each FLIR PRSU that will become vested will be equal to the greater of (i) the

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target number of shares set forth in the award agreement for such FLIR PRSU and (ii) the number of shares that would be achieved based on the actual achievement of the applicable performance goals if the applicable performance period ended on December 31, 2020, the last day of FLIR’s calendar quarter immediately preceding the first public announcement of the transactions contemplated by the Merger Agreement.

The FLIR Special Meeting will be held on May 13, 2021, at 9:00 a.m. Eastern Time via a live interactive audio webcast on the Internet. Upon completing your registration at www.proxydocs.com/FLIR using the control number on the FLIR proxy card accompanying this joint proxy statement/prospectus, you will receive further instructions via email, including your unique link that will allow you to access the FLIR Special Meeting and permit you to submit your questions during the meeting.

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FLIR Special Meeting. Approval of the FLIR Merger Proposal requires the affirmative vote of a majority of the outstanding shares of FLIR Common Stock entitled to vote on the proposal. If you mark “ABSTAIN” on your proxy card or when voting by Internet or phone, fail to submit a proxy, fail to vote at the FLIR Special Meeting or fail to instruct your bank, broker or other nominee with respect to the FLIR Merger Proposal, it will have the same effect as a vote “AGAINST” the proposal. Approval of each of the FLIR Advisory Executive Compensation Proposal and the FLIR Adjournment Proposal requires the affirmative vote of a majority of votes cast, electronically at the FLIR Special Meeting or by proxy, by stockholders of FLIR.

In addition, if you are a FLIR stockholder, your failure to submit a proxy or vote electronically at the FLIR Special Meeting, your failure to instruct your bank, broker or other nominee how to vote, or your abstention will have the same effect as a vote “AGAINST” the FLIR Merger Proposal.

The Teledyne Board and the FLIR Board recommend that you vote “FOR” each of the proposals presented at the respective special meetings.

FLIR stockholders. Holders of shares of FLIR Common Stock as of the close of business on April 7, 2021, which is the record date for the FLIR Special Meeting (the “FLIR Record Date”), are eligible to vote at the FLIR Special Meeting.

Teledyne stockholders. To access the virtual Teledyne Special Meeting, go to www.meetingcenter.io/284418380 before the scheduled start time. Online access to the meeting will begin at 8:45 a.m. Pacific Time. All stockholders of Teledyne, including stockholders of record and stockholders who hold their

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shares through banks, brokers or other nominees, are invited to attend the virtual Teledyne Special Meeting. If you are a holder of record of Teledyne Common Stock at the close of business on the Teledyne Record Date (i.e., you hold your shares in your own name as reflected in the records of Teledyne’s transfer agent, Computershare Trust Company, N.A. (“Computershare”)), you can attend the meeting by accessing www.meetingcenter.io/284418380 and entering the 16-digit control number on the Teledyne proxy card accompanying this joint proxy statement/prospectus. The meeting password is TDY2021.

If you were a beneficial holder of Teledyne Common Stock at the close of business on the Teledyne Record Date (i.e. you hold your shares in “street name” through an intermediary, such as a bank or broker), you must register in advance to virtually attend and vote at the Teledyne Special Meeting. To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy reflecting the number of shares of Teledyne Common Stock you held as of the Teledyne Record Date, along with your name and email address, to Computershare. Please forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on May 6, 2021. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetingcenter.io/284418380 and enter your control number and the meeting password, which is TDY2021.

FLIR stockholders. To access the virtual FLIR Special Meeting, register at www.proxydocs.com/FLIR before the scheduled start time using the control number on the FLIR proxy card accompanying this joint proxy statement/prospectus. Online access to the meeting will begin fifteen minutes prior to the meeting’s scheduled start time at 8:45 a.m. Eastern Time. All stockholders of FLIR, including stockholders of record and stockholders who hold their shares through banks, brokers or other nominees, are invited to attend the FLIR Special Meeting. If you are a holder of record of FLIR Common Stock at the close of business on the FLIR Record Date (i.e., you hold your shares in your own name as reflected in the records of FLIR’s transfer agent, Computershare), you can attend the meeting by registering at www.proxydocs.com/FLIR by using the control number on the FLIR proxy card accompanying this joint proxy statement/prospectus. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the FLIR Special Meeting.

If you were a beneficial holder of FLIR Common Stock at the close of business on the FLIR Record Date (i.e. you hold your shares in “street name” through an intermediary, such as a bank or broker), you must contact your bank, broker or other nominee and request a document called a “legal proxy” to be eligible to vote during the meeting. To attend the FLIR Special Meeting, you must register in advance of the meeting at www.proxydocs.com/FLIR using the control number on the voting instruction form accompanying this joint proxy statement/prospectus. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the FLIR Special Meeting.

Stockholders of record (i.e., stockholders who hold Teledyne Common Stock in such stockholders’ own name, as opposed to through a bank, broker or other nominee), at the close of business on the Teledyne Record Date, may vote virtually at the Teledyne Special Meeting or by proxy. This means that you may use the enclosed proxy card to instruct the persons named as proxies how to vote your shares of Teledyne Common Stock. If you properly complete, sign and date your proxy card or properly submit your voting instructions by telephone or via the Internet, your shares of Teledyne Common Stock will be voted in accordance with your instructions. The named proxies will vote all Teledyne Common Stock at the

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Teledyne Special Meeting for which proxies have been properly submitted (whether by mail, telephone or via the Internet) and not revoked. Stockholders of record have three ways to vote by proxy:

If you sign and return your proxy card but do not mark your card to instruct the proxies how to vote your shares of Teledyne Common Stock on each proposal, your shares of Teledyne Common Stock will be voted as recommended by the Teledyne Board.

The deadline for voting by telephone is 11:59 p.m. Eastern Time on May 12, 2021. All votes, other than votes made electronically at the Teledyne Special Meeting, must be received by 11:59 p.m. Eastern Time on May 12, 2021.

If you hold your shares in “street name” through an intermediary, such as a bank or broker other nominee, then your bank, broker or other nominee will send you a voting instruction form to use in voting your shares of Teledyne Common Stock. The availability of telephone, mail and Internet voting depends on the voting procedures of your bank, broker or other nominee. Please follow the instructions on the voting instruction form your bank, broker or other nominee sends you.

If you hold common stock in the Teledyne Technologies Incorporated 401(k) Plan, you must provide the trustee of the Teledyne Technologies Incorporated 401(k) Plan with your voting instructions in advance of the meeting. You may do so by returning your voting instructions by mail, or submitting them by telephone or electronically using the Internet. You cannot vote your shares yourself at the Teledyne Special Meeting; the trustee is the only one who can vote your shares. The trustee will vote your shares as you have instructed. If the trustee does not receive your instructions, your shares generally will be voted in proportion to the way the other plan participants voted. To allow sufficient time for voting by the trustee, your voting instructions must be received by 11:59 p.m. Eastern Time on May 10, 2021.

Stockholders of record (i.e., stockholders who hold FLIR Common Stock in such stockholders’ own name, as opposed to through a bank, broker or other nominee), at the close of business on the FLIR Record Date, may vote virtually at the FLIR Special Meeting or by proxy. This means that you may use the enclosed proxy card to instruct the persons named as proxies how to vote your shares of FLIR Common Stock. If you properly complete, sign and date your proxy card or properly submit your voting instructions by telephone or via the Internet, your shares of FLIR Common Stock will be voted in accordance with your instructions. The named proxies will vote all FLIR Common Stock at the FLIR Special Meeting for which proxies have been properly submitted (whether by mail, telephone or via the Internet) and not revoked. Stockholders of record have three ways to vote by proxy:

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If you sign and return your proxy card but do not mark your card to instruct the proxies how to vote your shares of FLIR Common Stock on each proposal, your shares of FLIR Common Stock will be voted as recommended by the FLIR Board.

The deadline for voting via the Internet or by telephone is 11:59 p.m. Eastern Time on May 12, 2021.

If you hold your shares in “street name” through an intermediary, such as a bank or broker other nominee, then your bank, broker or other nominee will send you a voting instruction form to use in voting your shares of FLIR Common Stock. The availability of telephone, mail and Internet voting depends on the voting procedures of your bank, broker or other nominee. Please follow the instructions on the voting instruction form your bank, broker or other nominee sends you.

FLIR stockholders. No. If your shares of FLIR Common Stock are held in “street name,” your bank, broker or other nominee will vote your shares of FLIR Common Stock only if you provide instructions on how to vote by filling out the voting instruction form sent to you by your bank, broker or other nominee with this joint proxy statement/prospectus. Under stock exchange rules, banks, brokers and other nominees who hold shares of FLIR Common Stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. Broker non-votes are shares held by a bank, broker or other nominee that are represented at the FLIR Special Meeting, but with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the bank, broker or other nominee does not have discretionary voting power on such proposal. FLIR believes that the FLIR Merger Proposal, the FLIR Advisory Executive Compensation Proposal and the FLIR Adjournment Proposal are “non-routine” proposals and therefore your bank, broker or other nominee cannot vote your shares of FLIR Common Stock without your specific voting instructions. Because the only

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proposals for consideration at the FLIR Special Meeting are non-routine proposals, it is not expected that there will be any broker non-votes at the FLIR Special Meeting. However, if there are any broker non-votes, they will have (i) the same effect as a vote “AGAINST” the FLIR Merger Proposal and (ii) no effect on the outcome of the FLIR Advisory Executive Compensation Proposal or the FLIR Adjournment Proposal.

FLIR stockholders. Yes. If you are a holder of record of FLIR Common Stock, you may revoke any proxy at any time before it is voted by (i) signing and returning a proxy card with a later date, (ii) if you voted via the Internet or by telephone, submitting subsequent voting instructions via the Internet or by telephone before the closing of those voting facilities at 11:59 p.m. Eastern Time on May 12, 2021, (ii) delivering a written revocation letter to Sonia Galindo, Senior Vice President, General Counsel, Secretary, and Chief Ethics & Compliance Officer at FLIR Systems, Inc., 1201 South Joyce Street, Arlington, VA 22202, or (iv) virtually attending the FLIR Special Meeting and voting electronically at the FLIR Special Meeting. Attendance at the FLIR Special Meeting by itself will not automatically revoke your proxy or change your vote. A revocation or later-dated proxy received by FLIR after the vote will not affect the vote. If you hold your shares in “street name” through a bank, broker or other nominee, you should contact your bank, broker or other nominee to revoke your proxy or change your vote.

FLIR stockholders. If you fail to submit a proxy or fail to instruct your bank, broker or other nominee to vote, assuming a quorum is present at the FLIR Special Meeting, it will have no effect on the outcome of the FLIR Advisory Executive Compensation Proposal or the FLIR Adjournment Proposal, but it will have the same effect as votes “AGAINST” the FLIR Merger Proposal. An abstention occurs when a FLIR stockholder returns a proxy with an “abstain” instruction or virtually attends the FLIR Special Meeting and abstains from voting. Abstentions, if any, will have no effect on the outcome of the FLIR Advisory Executive Compensation Proposal or the FLIR Adjournment Proposal but will have the same effect as votes “AGAINST” the FLIR Merger Proposal.

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For further information, see “Material U.S. Federal Income Tax Considerations” on page 148 of this joint proxy statement/prospectus.

The U.S. federal income tax consequences described above may not apply to all holders of FLIR Common Stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your independent tax advisor for a full understanding of the particular tax consequences of the Mergers to you.

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If you are a Teledyne stockholder:

Teledyne Technologies Incorporated

1049 Camino Dos Rios

Thousand Oaks, California 91360

(805) 373-4545

Attention: Melanie S. Cibik, Senior Vice President,

General Counsel, Chief Compliance Officer and Secretary

or

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

(888) 660-8331

If you are a FLIR stockholder:

FLIR Systems, Inc.

1201 South Joyce Street,

Arlington, Virginia 22202

Attention: Sonia Galindo, Senior Vice President, General Counsel,

Secretary, and Chief Ethics & Compliance Officer

(703) 682-3400

Okapi Partners

1212 Avenue of the Americas, 24th Floor

New York NY 10036

Phone: (212) 297-0720

(844) 343-2643

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SUMMARY HISTORICAL FINANCIAL DATA OF TELEDYNE

The following table presents selected historical consolidated financial data of Teledyne. The statement of income data for the fiscal years ended January 3, 2021 (2020), December 29, 2019 (2019) and December 30, 2018 (2018), and the balance sheet data as of January 3, 2021 and December 29, 2019, have been derived from Teledyne’s audited consolidated financial statements and accompanying notes contained in Teledyne’s Annual Report on Form 10-K for the fiscal year ended January 3, 2021, which is incorporated by reference herein. The statement of income data for the fiscal years ended December 31, 2017 (2017) and January 1, 2017 (2016), and the balance sheet data as of December 30, 2018, December 31, 2017 and January 1, 2017, have been derived from Teledyne’s audited consolidated financial statements for such years and accompanying notes, which are not incorporated by reference herein. Historical results are not necessarily indicative of the results that may be expected for any future period.

The information set forth below is only a summary. You should read the following information together with Teledyne’s consolidated financial statements and accompanying notes and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Teledyne’s Annual Report on Form 10-K for the fiscal year ended January 3, 2021, which is incorporated by reference herein and in Teledyne’s other reports filed with the SEC.

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SUMMARY HISTORICAL FINANCIAL DATA OF FLIR

The following table presents selected historical consolidated financial data of FLIR. The statement of income data for the fiscal years ended December 31, 2020, 2019 and 2018, and the balance sheet data as of December 31, 2020 and 2019, have been derived from FLIR’s audited consolidated financial statements and accompanying notes contained in FLIR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference herein. The statement of income data for the fiscal years ended December 31, 2017 and 2016, and the balance sheet data as of December 31, 2018, 2017 and 2016 have been derived from FLIR’s audited consolidated financial statements for such years and accompanying notes, which are not incorporated by reference herein. Historical results are not necessarily indicative of the results that may be expected for any future period.

The information set forth below is only a summary. You should read the following information together with FLIR’s consolidated financial statements and accompanying notes and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in FLIR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference herein and in FLIR’s other reports filed with the SEC.

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The following table sets forth selected historical and unaudited pro forma combined per share information of Teledyne and FLIR. The unaudited pro forma combined per share information was computed by combining the historical financial information of Teledyne and FLIR for the fiscal year ended January 3, 2021, in the case of Teledyne, and December 31, 2020, in the case of FLIR, along with the effects of the acquisition method of accounting for business combinations as though the companies were combined at the beginning of the earliest period presented. Although helpful in illustrating the financial characteristics of the combined company, this information does not reflect any anticipated benefits of expected cost and funding synergies, opportunities to earn additional revenue, the impact of any future restructuring costs or other factors.

The historical per share information is derived from audited financial statements of each of Teledyne and FLIR as of and for the fiscal year ended January 3, 2021 and December 31, 2020, respectively.

The unaudited pro forma combined per share information has been presented for illustrative purposes only and is based on assumptions and estimates considered appropriate by Teledyne’s and FLIR’s management. The pro forma data presented does not represent what the actual results of operations and financial position would have been had the companies actually been combined as of the beginning of the earliest period presented. This information was prepared using estimated fair values and is subject to adjustment as additional information becomes available and as additional analysis is performed, and is not necessarily indicative of the future consolidated results of operations or financial position of the combined company. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma combined per share financial information.

FLIR declared and paid dividends during the periods presented. For more information on dividends of FLIR, see “Comparative Per Share Market Price and Dividend Information” beginning on page 30 of this joint proxy statement/prospectus. Teledyne did not pay dividends during the periods presented.

You should read this information in conjunction with the historical consolidated financial statements of Teledyne and FLIR and related notes contained in Teledyne’s Annual Report on Form 10-K for the fiscal year ended January 3, 2021 and FLIR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, respectively, which are incorporated by reference into this joint proxy statement/prospectus. For information on where you can obtain copies of this information, see “Where You Can Find More Information” beginning on page 205 of this joint proxy statement/prospectus.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

The following table sets forth the closing price per share of Teledyne Common Stock and FLIR Common Stock as reported on the NYSE and NASDAQ, respectively, on December 31, 2020, the last trading day prior to public announcement of the Mergers by Teledyne and FLIR on January 4, 2021, and on                , 2021, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus for which this information was available. The table also shows the implied value of the merger consideration for each share of FLIR Common Stock as of the same dates. This implied value was calculated by multiplying the 5-day average volume-weighted average price of a share of Teledyne Common Stock on the relevant date by the number of shares of Teledyne Common Stock to be issued in exchange for each share of FLIR Common Stock (0.0718 shares of Teledyne Common Stock for each share of FLIR Common Stock) and then adding the amount of cash to be paid in exchange for each share of FLIR Common Stock ($28.00).

The market prices of shares of Teledyne Common Stock and FLIR Common Stock have fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date the Mergers are completed. No assurance can be given concerning the market prices of shares of Teledyne Common Stock and shares of FLIR Common Stock before completion of the Mergers or concerning the market price of shares of Teledyne Common Stock after completion of the Mergers. The aggregate proportion of the merger consideration payable in Teledyne Common Stock is fixed and will not be adjusted for changes in the stock prices of either company’s shares before the Mergers are completed. As a result, any changes in the market price of Teledyne Common Stock will have a corresponding effect on the market value of the merger consideration.

Dividends

Teledyne does not currently pay dividends. Instead, Teledyne intends to use future earnings to fund the development and growth of its business, including through potential acquisitions. It also may deploy cash to fund share repurchases. Therefore, it does not anticipate paying any cash dividends in the foreseeable future. Subject to the limitations set forth in the Merger Agreement, any future dividends by Teledyne will be made at the discretion of the Teledyne Board.

Holders of FLIR Common Stock are entitled to receive dividends when they are declared by the FLIR Board. Payment of dividends has depended on many factors, including FLIR’s financial condition, earnings and other factors the FLIR Board deems relevant. FLIR last paid a quarterly dividend on March 19, 2021 of $0.17 per share of FLIR Common Stock. The Merger Agreement permits FLIR, in the discretion of the FLIR Board, to declare and pay up to two quarterly cash dividends on FLIR Common Stock consistent with past practice, but in each case in an amount not to exceed $0.17 per share of FLIR Common Stock.

After completion of the Mergers, any former FLIR stockholder who holds Teledyne Common Stock into which shares of FLIR Common Stock have been converted in connection with the Mergers will receive dividends as declared and paid on Teledyne Common Stock, should there be any. However, no dividend or other distribution having a record date after completion of the Mergers will actually be paid with respect to any shares of Teledyne Common Stock into which shares of FLIR Common Stock have been converted in connection with the Mergers until the certificates formerly representing shares of FLIR Common Stock have been surrendered (or

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the book-entry shares formerly representing shares of FLIR Common Stock have been transferred), at which time any accrued dividends and other distributions on those shares of Teledyne Common Stock with a payment date prior to such date will be paid without interest.

There can be no assurance that any future dividends will be declared or paid by Teledyne or FLIR or as to the amount or timing of those dividends, if any.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 44 of this joint proxy statement/prospectus, the following risk factors should be considered carefully before deciding how to vote. You should also read and consider the risk factors associated with each of the businesses of Teledyne and FLIR because these risk factors may affect the operations and financial results of the combined company. These risk factors may be found under Part I, Item 1A, “Risk Factors” in each of Teledyne’s and FLIR’s Annual Reports on Form 10-K for the fiscal year ended January 3, 2021 and the fiscal year ended December 31, 2020, respectively, filed with the SEC on February 26, 2021 and February 25, 2021, respectively, and in Teledyne’s and FLIR’s subsequent filings with the SEC, in each case, which are incorporated by reference into this joint proxy statement/prospectus. For information on where you can obtain copies of this information, see “Where You Can Find More Information” beginning on page 205 of this joint proxy statement/prospectus.

Risks Related to the Mergers

The merger consideration is fixed and will not be adjusted. Because the market price of Teledyne Common Stock may fluctuate, FLIR stockholders cannot be sure of the market value of the stock consideration they will receive in exchange for their shares of FLIR Common Stock in connection with the Mergers.

Pursuant to the Merger Agreement, at the Effective Time, each share of FLIR Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned or held by (x) Teledyne or any of its subsidiaries, (y) in treasury or otherwise by FLIR or any of its subsidiaries and (z) any person who is entitled to demand and properly demands appraisal of such shares under Delaware law) will automatically convert into the right to receive (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne Common Stock. The aggregate proportion of the merger consideration payable in Teledyne Common Stock is fixed and will not be adjusted for changes in the stock prices of either Teledyne Common Stock or FLIR Common Stock before the Mergers are completed. Accordingly, the market value of the stock consideration that FLIR stockholders will receive will vary based on fluctuations in the price of Teledyne Common Stock until the time the Mergers are completed.

The market prices of shares of Teledyne Common Stock and FLIR Common Stock have fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date the Mergers are completed. Share price changes may result from numerous factors, including changes in the respective business operations and prospects of Teledyne and FLIR, changes in general market and economic conditions and regulatory considerations. Many of these factors are beyond the control of Teledyne or FLIR. No assurance can be given concerning the market prices of shares of Teledyne Common Stock and shares of FLIR Common Stock before completion of the Mergers. For additional information regarding the value of the implied merger consideration and the impact of the changes in the market prices of Teledyne Common Stock and FLIR Common Stock see, “Comparative Per Share Market Price and Dividend Information—Market Prices” beginning on page 30 of this joint proxy statement/prospectus.

Neither party has a right to terminate the Merger Agreement based solely upon changes in the market price of Teledyne Common Stock.

Completion of the Mergers is subject to a number of conditions, some of which are outside of the parties’ control, and if any of these conditions are not satisfied or waived, the Mergers will not be completed.

The Merger Agreement contains a number of conditions that must be satisfied (or waived) before the parties are required to consummate the Mergers. Those conditions include, among other conditions:

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The required satisfaction or waiver of the foregoing conditions could delay the completion of the Mergers for a significant period of time or prevent it from occurring at all. Any delay in completing the Mergers could cause the parties not to realize some or all of the benefits that the parties expect to achieve following the completion of the Mergers. There can be no assurance that the conditions to the closing of the Mergers will be satisfied or waived or that the Mergers will be completed. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Mergers, see “The Merger Agreement—Conditions to Completion of the Mergers” on page 120 of this joint proxy statement/prospectus.

In order to complete the Mergers, Teledyne and FLIR must make certain governmental filings and obtain certain governmental authorizations, and if such filings and authorizations are not made or granted or are granted with conditions to the parties, the closing of the Mergers may be jeopardized or the anticipated benefits of the Mergers may be reduced.

The closing of the Mergers is conditioned upon the expiration or termination of any applicable waiting period (and any extension thereof) under the HSR Act and the receipt of other clearances, authorizations, consents or approvals required under certain other domestic and foreign laws. The parties’ HSR notifications were filed with the FTC and the DOJ on January 29, 2021, and termination of the waiting period under the HSR Act occurred on March 1, 2021. Although Teledyne and FLIR have agreed in the Merger Agreement to use their reasonable best efforts, subject to certain limitations, to make certain other governmental filings or obtain the required governmental clearances and authorizations, as the case may be, there can be no assurance that the relevant waiting periods will expire or that the relevant clearances and authorizations will be obtained. In addition, the governmental authorities with or from which these authorizations are required have broad discretion in administering the governing regulations. Whether and when required governmental authorizations are granted could be affected by (i) adverse developments in Teledyne’s or FLIR’s regulatory standing or any other factors considered by regulators in granting such approvals; (ii) governmental, political or community group inquiries, investigations or opposition; or (iii) changes in legislation or the political environment generally. As a condition to authorization of the Mergers, governmental authorities may impose requirements, limitations or costs or place restrictions on the conduct of Teledyne’s business after completion of the Mergers. Such conditions, terms, obligations or restrictions may have the effect of delaying or preventing the closing of the Mergers or imposing additional material costs on or materially limiting the revenues of the combined company following the Mergers, or otherwise adversely affecting Teledyne’s businesses and results of operations after completion of the Mergers. In addition, these terms, obligations or restrictions may result in the delay or abandonment of the Mergers.

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Teledyne’s and FLIR’s existing business relationships with third parties may be disrupted due to uncertainty associated with the Mergers, which could have an adverse effect on the results of operations, cash flows and financial position of Teledyne and FLIR.

Parties with which either Teledyne or FLIR do business may experience uncertainty associated with the Mergers, including relating to current or future business relationships with Teledyne, FLIR or the combined business. Teledyne’s and FLIR’s existing business relationships may be disrupted as parties with which Teledyne or FLIR do business may attempt to negotiate changes in existing business relationships or instead consider entering into business relationships with parties other than Teledyne, FLIR or the combined business. These disruptions could have an adverse effect on the businesses, financial condition, results of operations or prospects of the combined business, including an adverse effect on Teledyne’s ability to realize the anticipated benefits of the Mergers. The risk, and adverse effect, of such disruptions could be exacerbated by a delay in completion of the Mergers or termination of the Merger Agreement.

Certain executive officers and directors of FLIR and Teledyne may have interests in the Mergers that might differ from your interests as a stockholder of FLIR or as a stockholder of Teledyne, as applicable.

In considering the recommendation of the FLIR Board to vote for the FLIR Merger Proposal, FLIR stockholders should be aware that the non-employee directors and executive officers of FLIR have certain interests in the Mergers that may be different from or in addition to the interests of FLIR stockholders generally. These interests include, among others, the accelerated vesting of outstanding equity awards pursuant to the Merger Agreement, potential severance benefits and other payments and rights to ongoing indemnification and insurance coverage. The FLIR Board was aware of and considered those interests, among other matters, when evaluating and negotiating the Merger Agreement and approving the Merger Agreement, and in making its recommendation that the stockholders approve the FLIR Merger Proposal. Additionally, one director on the FLIR Board, Michael T. Smith, also serves on the Teledyne Board and it is expected that Mr. Smith will continue to serve on the Teledyne Board after the consummation of the Mergers.

For more information, see “Interests of FLIR’s Directors and Executive Officers in the Mergers” beginning on page 152 and “Interests of Teledyne’s Directors and Executive Officers in the Mergers” beginning on page 151 of this joint proxy statement/prospectus.

Failure to complete the Mergers could negatively impact the stock price and the future business and financial results of each of Teledyne and FLIR.

If the Mergers are not completed for any reason, the ongoing businesses of Teledyne and FLIR may be adversely affected, and without realizing any benefits of having completed the Mergers, Teledyne and FLIR would be subject to a number of risks, including the following:

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In addition to the above risks, if the Merger Agreement is terminated and either party’s board of directors instead seeks an alternative transaction, such party’s stockholders cannot be certain that such party will be able to find another party willing to engage in a transaction on more attractive terms than those contemplated by the Merger Agreement.

If the Mergers are not completed, these risks may materialize and may adversely affect Teledyne’s and/or FLIR’s businesses, financial condition, results of operations and stock prices.

The Merger Agreement subjects Teledyne and FLIR to restrictions on their respective business activities during the period while the Mergers are pending.

The Merger Agreement contains restrictions on the ability of Teledyne and FLIR to take certain actions and generally obligates each of Teledyne and FLIR to conduct its business and the business of its subsidiaries in all material respects in the ordinary course during the period of time while the Mergers are pending absent the prior written consent of the other party. These restrictions could prevent Teledyne and FLIR from pursuing certain business opportunities that arise prior to the consummation of the Mergers or termination of the Merger Agreement and are outside the ordinary course of business. If Teledyne or FLIR is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on Teledyne’s or FLIR’s, as applicable, business, financial condition and results of operations. See “The Merger Agreement—Conduct of Business Pending the Mergers” beginning on page 129 of this joint proxy statement/prospectus.

The Merger Agreement contains provisions that could discourage a potential competing acquirer of FLIR from making a favorable proposal and, in specified circumstances, could require FLIR to make a termination payment to Teledyne.

Pursuant to the Merger Agreement, FLIR has agreed, among other things, not to (i) solicit proposals relating to certain alternative acquisition transactions, (ii) engage in discussions or negotiations with respect to certain alternative transaction proposals or provide information in response to proposals relating to certain alternative acquisition transactions, (iii) make any statements or recommendations in support of certain alternative acquisition transaction proposals or (iv) approve or enter into any agreements providing for any such alternative acquisition transactions, in each case subject to certain exceptions to permit members of the FLIR Board to comply with their duties as directors under applicable law. Notwithstanding these “no-shop” restrictions, prior to obtaining FLIR stockholder approval of the FLIR Merger Proposal, under certain specified circumstances the FLIR Board may change its recommendation to stockholders and FLIR may also terminate the Merger Agreement to accept a superior acquisition proposal upon payment of a $250 million termination fee to Teledyne. See “The Merger Agreement—FLIR Change in Recommendation; Termination for Superior Proposal” beginning on page 125 and “The Merger Agreement—Termination of the Merger Agreement” beginning on page 137 of this joint proxy statement/prospectus.

These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of FLIR from considering or proposing such an acquisition or might result in a potential competing acquirer proposing to pay a lower value than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances under the Merger Agreement.

The shares of Teledyne Common Stock to be received by FLIR stockholders upon completion of the Mergers will have different rights from shares of FLIR Common Stock.

FLIR stockholders, whose rights are currently governed by FLIR’s certificate of incorporation, FLIR’s bylaws, and Delaware law, will upon completion of the Mergers become stockholders of Teledyne and as such,

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their rights will be governed by the Teledyne Certificate of Incorporation and the Teledyne Bylaws, although they will continue to be governed by Delaware law. As a result, FLIR stockholders will have different rights than they currently have as FLIR stockholders, which may be less favorable than their current rights. These differences are described in detail in “Comparison of Stockholder Rights” beginning on page 173 of this joint proxy statement/prospectus.

After the Mergers, FLIR stockholders and Teledyne stockholders will have lower ownership and voting interests in Teledyne than they currently have in FLIR and Teledyne, respectively, and will exercise less influence over management.

Based on the number of shares of FLIR Common Stock and the FLIR equity awards outstanding as of March 2, 2021, Teledyne estimates that it will issue approximately 9.7 million shares of Teledyne Common Stock pursuant to the Merger Agreement. The actual number of shares of Teledyne Common Stock to be issued and reserved for issuance in connection with the Mergers will be determined at completion of the Mergers based on the terms of the Merger Agreement and the number of shares of FLIR Common Stock outstanding at that time. Based on the number of shares of Teledyne Common Stock and FLIR Common Stock outstanding as of February 23, 2021 current Teledyne stockholders are expected to own approximately 79.2% of Teledyne Common Stock outstanding immediately following the Mergers, and current FLIR stockholders are expected to own approximately 20.8% of Teledyne Common Stock outstanding immediately following the Mergers, each on a fully diluted basis (without giving effect to any shares of Teledyne Common Stock that may be held by FLIR stockholders prior to the Mergers). Consequently, current FLIR stockholders and current Teledyne stockholders will have less influence over the management and policies of Teledyne after the Mergers than they currently have over the management and policies of FLIR and Teledyne, respectively.

Litigation challenging the Mergers may increase costs and prevent the Mergers from being completed within the expected timeframe, or from being completed at all.

Teledyne, FLIR and members of the FLIR Board are parties to various claims and litigation related to the Merger Agreement and the Mergers. Among other remedies, the plaintiffs in such matters are seeking to enjoin the Mergers. One of the conditions to completion of the Mergers is the absence of any judgment, order or injunction that has the effect of prohibiting completion of the Mergers. Accordingly, if a plaintiff is successful in obtaining an order enjoining completion of the Mergers, then such order may prevent the Mergers from being completed, or from being completed within the expected time frame. Moreover, litigation could be time consuming and expensive, could divert the attention of Teledyne’s and FLIR’s management away from their regular businesses, and, if adversely resolved against either Teledyne or FLIR or their respective directors, could have a material adverse effect on Teledyne’s and FLIR’s respective financial condition.

Teledyne and FLIR will incur significant transaction costs in connection with the Mergers.

Teledyne and FLIR expect to incur a number of non-recurring costs associated with the Mergers and combining the operations of the two companies. The significant, non-recurring costs associated with the Mergers include, among others, fees and expenses of financial, legal and other advisors and representatives, filing fees due in connection with filings required by governmental agencies and filing fees and printing and mailing costs for this joint proxy statement/prospectus. Some of these costs have already been incurred or may be incurred regardless of whether the Mergers are completed, including a portion of the fees and expenses of financial advisors, legal advisors and other advisors and representatives and filing fees for this joint proxy statement/prospectus. Teledyne also will incur significant transaction fees and costs related to its debt financing and in connection with its formulating and implementing integration plans with respect to the two companies. Teledyne continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Mergers and the integration of the two companies’ businesses. Although Teledyne expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses,

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should allow Teledyne to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

Unplanned future events and conditions could reduce or delay the accretion to earnings that is currently projected by Teledyne in connection with the Mergers.

While no assurances can be given as to future financial performance, Teledyne currently believes that the acquisition of FLIR will be immediately accretive to earnings, excluding transaction costs and intangible asset amortization. This expectation is based on preliminary estimates, which may materially change. Furthermore, unplanned future events and conditions could reduce or delay the accretion that is currently projected or result in the Mergers being dilutive to Teledyne’s earnings per share, including adverse changes in market conditions, additional transaction and integration related costs and other factors such as the failure to realize some or all of the benefits anticipated in the Mergers. Any dilution of, reduction in or delay of any accretion to, Teledyne’s earnings per share could cause the price of shares of Teledyne Common Stock to decline or grow at a reduced rate.

Each of Teledyne and FLIR are required, under certain circumstances, to pay a termination fee, which, if paid, may materially and adversely affect such party’s financial results.

Teledyne may be required, under certain circumstances in connection with a termination of the Merger Agreement, to pay FLIR a termination fee of $250 million, which could materially and adversely affect Teledyne’s financial condition and results of operations. Additionally, FLIR may be required, under certain circumstances in connection with a termination of the Merger Agreement, to pay Teledyne a termination fee of $250 million, which may materially and adversely affect FLIR’s financial results.

The COVID-19 pandemic may delay or prevent the completion of the Mergers.

On January 30, 2020, the World Health Organization declared the COVID-19 outbreak as a global health emergency. On March 11, 2020, the World Health Organization raised the COVID-19 outbreak to “pandemic” status. Given the ongoing and dynamic nature of the COVID-19 pandemic, it is difficult to predict the impact of that crisis on the businesses of Teledyne and FLIR, and there is no guarantee that efforts by Teledyne or FLIR to address the adverse impact of the COVID-19 pandemic will be effective. If either Teledyne or FLIR is unable to recover from a business disruption on a timely basis, Teledyne’s business and financial condition and results of operations following the completion of the Mergers could be adversely affected. The Mergers may also be delayed or adversely affected by the COVID-19 pandemic, or become more costly due to Teledyne policies, FLIR policies or government policies and actions to protect the health and safety of individuals, or government policies or actions to maintain the functioning of national or global economies and markets could delay or prevent the completion of the Mergers. Teledyne or FLIR may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect its financial condition or results of operations.

If the Mergers do not qualify as a tax-free reorganization, there may be adverse tax consequences.

The Mergers are intended to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. The closing of the Mergers is conditioned on the receipt by FLIR of an opinion of counsel to the effect that the Mergers will qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. However, this legal opinion will not be binding on the Internal Revenue Service (the “IRS”) or on the courts. If, for any reason, the Mergers were to fail to qualify as a tax-free reorganization, then a U.S. holder of FLIR Common Stock generally would recognize gain or loss, as applicable, equal to the difference between the sum of the amount of cash and the fair market value of Teledyne Common Stock received by the U.S. holder in the exchange and the U.S. holder’s tax basis in its shares of FLIR Common Stock surrendered.

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Risks Related to the Combined Company Following the Mergers

Different factors may affect the market price of Teledyne Common Stock after the Mergers than those that currently affect the market price of FLIR Common Stock.

Upon completion of the Mergers, holders of shares of FLIR Common Stock will become holders of shares of Teledyne Common Stock. Teledyne’s business differs from that of FLIR’s in important respects, and, accordingly, the results of operations of Teledyne after the Mergers, as well as the market price of Teledyne Common Stock, may be affected by factors different from those currently affecting the results of operations of FLIR and the market price of FLIR Common Stock. For a discussion of the respective businesses of Teledyne and FLIR and certain factors to consider in connection with those businesses, see “The Companies” beginning on page 46 of this joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus and referred to in “Where You Can Find More Information” beginning on page 205 of this joint proxy statement/prospectus.

After completion of the Mergers, Teledyne may fail to realize the anticipated benefits and cost savings of the Mergers, which could adversely affect the value of Teledyne Common Stock.

The success of the Mergers will depend, in significant part, on Teledyne’s ability to realize the anticipated benefits and cost savings from combining the businesses of Teledyne and FLIR. This success will depend largely on Teledyne’s ability to successfully integrate the business of FLIR. If Teledyne is not able to successfully integrate FLIR’s business within the anticipated time frame, or at all, the anticipated cost savings and other benefits of the Mergers may not be realized fully, or at all, or may take longer to realize than expected, the combined business may not perform as expected and the value of the Teledyne Common Stock may be adversely affected.

Teledyne and FLIR have operated and, until completion of the Mergers, will continue to operate independently, and there can be no assurances that their businesses can be integrated successfully. Teledyne and FLIR will be required to devote significant management attention and resources to integrating their business practices and operations. It is possible that the integration process could result in the loss of key Teledyne or FLIR employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, unexpected integration issues or liabilities, higher than expected integration costs, and an overall post-completion integration process that takes longer than originally anticipated. The difficulties of combining the operations of the companies include, among others:

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In addition, at times, the attention of certain members of either company’s or both companies’ management and resources may be focused on the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the combined company. If Teledyne does not successfully manage these issues and the other challenges inherent in integrating businesses of the size and complexity of Teledyne and FLIR, then Teledyne may not achieve the anticipated benefits of the Mergers on a timely basis or at all and Teledyne’s revenue, expenses, operating results and financial condition could be materially and adversely affected.

The unaudited pro forma condensed combined financial statements included in this joint proxy statement/prospectus are based on a number of preliminary estimates and assumptions and the actual results of operations and financial position of the combined company after the Mergers may differ materially.

The unaudited pro forma condensed combined financial statements in this joint proxy statement/prospectus are based on the historical financial statements of Teledyne and FLIR after giving effect to the Mergers and the assumptions and adjustments as discussed in the section titled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 160 of this joint proxy statement/prospectus.

Such pro forma condensed combined financial statements are subject to numerous risks and uncertainties, rely on a number of assumptions and are not a guarantee of future performance. The assumptions used in preparing the pro forma condensed combined financial statements may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the proposed transactions contemplated by the Merger Agreement. The results indicated in the unaudited pro forma condensed combined financial information may not be realized and future financial results may materially vary from the unaudited pro forma condensed combined financial statements. See the section titled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 160 of this joint proxy statement/prospectus.

The future results of the combined company may be adversely impacted if Teledyne does not effectively manage its expanded operations following completion of the Mergers.

Following completion of the Mergers, the size of the combined company’s business will be significantly larger than the current size of either Teledyne’s or FLIR’s respective businesses. Teledyne’s ability to successfully manage this expanded business will depend, in part, upon management’s ability to implement an effective integration of the two companies and its ability to manage a combined business with significantly larger size and scope with the associated increased costs and complexity. Teledyne’s management may not be successful and Teledyne may not realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Mergers.

Teledyne and FLIR may have difficulty retaining, motivating, and attracting executives and other employees in light of the Mergers, including those experienced with post-acquisition integration, and failure to do so could seriously harm the combined company.

The success of the combined company following the Mergers largely depends on the skills, experience and continued efforts of executive officers and employees of each of Teledyne and FLIR. As a result, to be successful, Teledyne must retain and motivate executives and other employees and keep them focused on the strategies and goals of the combined company. However, uncertainty about the effect of the Mergers on Teledyne and FLIR employees may impair Teledyne’s and FLIR’s ability to retain, motivate and attract personnel prior to and following the Mergers. Employee retention may be particularly challenging during the period while the Mergers are pending, as employees of Teledyne and FLIR may experience uncertainty about their future roles with the combined business. If employees of Teledyne or FLIR depart, the integration of the companies may be more difficult and the combined business following the Mergers may be harmed. Furthermore, Teledyne may incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the businesses of Teledyne or FLIR, and Teledyne’s ability to realize

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the anticipated benefits of the Mergers may be adversely affected. In addition, there could otherwise be disruptions to or distractions for the workforce and management associated with integrating employees into Teledyne.

The effects of the COVID-19 pandemic could adversely affect the business, results of operations and financial condition of Teledyne, FLIR and the combined company following the completion of the Mergers.

The transmission of COVID-19 and efforts to contain its spread have resulted in significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and customer activity, event cancellations and restrictions, service cancellations, quarantines and related government actions and policies, as well as general concern and uncertainty that has negatively affected the U.S. and global economy and financial environments. The ultimate impact of the COVID-19 pandemic on the business, results of operations and financial condition of Teledyne, FLIR or the combined company is uncertain and difficult to predict, but the COVID-19 pandemic could cause sudden, significant disruptions in their respective business operations, including the following:

In addition, across the globe, the response to the pandemic generally has involved a dramatic, rapid reduction in social and economic activity, which has led to a global recession which could be protracted. Accordingly, the global economic downturn caused by the pandemic could significantly reduce demand for certain products and services of Teledyne, FLIR or the combined company, particularly those with industrial or consumer applications. Teledyne and FLIR continue to monitor the rapidly evolving situation related to COVID-19. The effects described above, alone or taken together, could have a material adverse effect on the business, results of operations, legal exposure, or financial condition of Teledyne, FLIR or the combined company.

The market price of Teledyne Common Stock may decline as a result of the Mergers.

The market price of Teledyne Common Stock may decline as a result of the Mergers if the combined company does not achieve the perceived benefits of the Mergers as rapidly or to the extent anticipated by financial or industry analysts, or if the effect of the Mergers on the combined company’s financial results is not consistent with the expectations of financial or industry analysts.

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In addition, upon consummation of the Mergers, FLIR stockholders and Teledyne stockholders will own interests in a company operating an expanded business with a different mix of properties, risks and liabilities. Current FLIR stockholders and Teledyne stockholders may not wish to continue to invest in Teledyne, or for other reasons may wish to dispose of some or all of their shares of Teledyne Common Stock. If, following the Effective Time, significant amounts of Teledyne Common Stock are sold, the price of Teledyne Common Stock could decline.

Teledyne does not currently pay dividends and, following the Mergers, the combined company is not expected to pay dividends.

Teledyne does not currently pay dividends and currently does not intend to pay dividends following the Mergers. Teledyne anticipates retaining any future earnings to fund the development and growth of its business, including through potential acquisitions. Teledyne also intends to use cash to service and repay indebtedness, including indebtedness Teledyne will incur to finance the Mergers, and to fund share repurchases. Any future decision to pay any dividends will be made at the discretion of the Teledyne Board. Stockholders of the combined company will have no contractual or other legal right to dividends that have not been declared by the Teledyne Board.

The incurrence by Teledyne of substantial indebtedness in connection with the financing of the Mergers along with the planned assumption of FLIR’s existing senior notes may have an adverse impact on Teledyne’s liquidity, limit Teledyne’s flexibility in responding to other business opportunities and increase Teledyne’s vulnerability to adverse economic and industry conditions.

Teledyne expects to incur a significant amount of indebtedness in connection with the financing of the Mergers, which Teledyne expects will be funded using borrowings along with cash on hand. Teledyne may also incur additional indebtedness through the planned assumption of FLIR’s existing senior notes. The use of indebtedness to finance the Mergers will reduce Teledyne’s liquidity and could cause Teledyne to place more reliance on cash generated from operations to pay principal and interest on Teledyne’s debt, thereby reducing the availability of Teledyne’s cash flow for working capital, dividend and capital expenditure needs or to pursue other potential strategic plans. Teledyne expects that the agreements it will enter into with respect to the indebtedness it will incur to finance the Mergers or in connection with the planned assumption of FLIR’s existing senior notes will contain negative covenants, that, subject to certain exceptions, will include limitations on indebtedness, liens, dispositions, investments and mergers and other fundamental changes. Teledyne’s ability to comply with these negative covenants can be affected by events beyond its control. The indebtedness and these negative covenants will also have the effect, among other things, of limiting Teledyne’s ability to obtain additional financing, if needed, limiting its flexibility in the conduct of its business and making Teledyne more vulnerable to economic downturns and adverse competitive and industry conditions. In addition, a breach of the negative covenants could result in an event of default with respect to the indebtedness, which, if not cured or waived, could result in the indebtedness becoming immediately due and payable and could have a material adverse effect on Teledyne’s business, financial condition or operating results.

Following completion of the Mergers, the credit rating of the combined company could be downgraded and/or the combined company may fail to obtain an investment grade rating, which may increase borrowing costs or trigger an obligation to make an offer to purchase FLIR’s $500 million senior notes.

By reason of the debt incurred to finance the cash portion of the consideration for the Mergers, the combined company will have a considerably higher level of indebtedness than Teledyne and FLIR currently have in the aggregate, and there can be no assurance that the credit ratings of the existing Teledyne debt or the existing FLIR debt will not be subject to a downgrade below investment grade. If a ratings downgrade were to occur or if the combined company fails to obtain an investment grade rating, the combined company could experience higher borrowing costs in the future and more restrictive debt covenants, which would reduce profitability and diminish operational flexibility. Specifically, in the event that FLIR’s existing senior notes are downgraded

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below investment grade as a result of the Mergers, the terms of these notes will require the combined company to commence a change of control offer after the closing of the Mergers.

Because of higher debt levels, Teledyne may not be able to service its debt obligations in accordance with their terms after the completion of the Mergers.

Teledyne’s ability to meet its expense and debt service obligations contained in the agreements Teledyne expects to enter into with respect to the indebtedness Teledyne will incur to finance the Mergers will depend on Teledyne’s available cash and its future performance, which will be affected by financial, business, economic and other factors, including potential changes in laws or regulations, industry conditions, industry supply and demand balance, customer preferences, the success of Teledyne’s products and pressure from competitors. If Teledyne is unable to meet its debt service obligations after the Mergers or should Teledyne fail to comply with its financial and other negative covenants contained in the agreements governing its indebtedness, Teledyne may be required to refinance all or part of its debt, sell important strategic assets at unfavorable prices, incur additional indebtedness or issue common stock or other equity securities. Teledyne may not be able to, at any given time, refinance its debt, sell assets, incur additional indebtedness or issue equity securities on terms acceptable to Teledyne, in amounts sufficient to meet Teledyne’s needs. If Teledyne is able to raise additional funds through the issuance of equity securities, such issuance would also result in dilution to Teledyne stockholders. Teledyne’s inability to service its debt obligations or refinance its debt could have a material and adverse effect on its business, financial condition or operating results after the Mergers. In addition, Teledyne’s debt obligations may limit its ability to make required investments in capacity, technology or other areas of its business, which could have a material adverse effect on its business, financial condition or operating results.

The Teledyne Bylaws, and therefore the combined company, designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain lawsuits between Teledyne and its stockholders, which could limit stockholders’ ability to obtain a judicial forum that it finds favorable for such lawsuits and make it more costly for stockholders to bring such lawsuits, which may have the effect of discouraging such lawsuits.

The Teledyne Bylaws provide that, unless it consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be, to the fullest extent permitted by law, the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of Teledyne, (ii) action asserting a claim of breach of a fiduciary duty owed by any of Teledyne’s directors, officers, employees or agents to Teledyne or its stockholders, (iii) action asserting a claim arising pursuant to any provision of the DGCL, the Teledyne Certificate of Incorporation or the Teledyne Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of the Teledyne Certificate of Incorporation or the Teledyne Bylaws or (v) action asserting a claim governed by the internal affairs doctrine. The Teledyne Bylaws also provide that any person or entity purchasing or otherwise acquiring or holding any interest in shares of Teledyne’s capital stock will be deemed to have notice of and consented to this forum selection provision.

However, this forum selection provision is not intended to apply to any actions brought under the Securities Act or the Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, the forum selection provision in the Teledyne Bylaws will not relieve Teledyne of its duties to comply with the federal securities laws and the rules and regulations thereunder, and its stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

Nevertheless, this forum selection provision in the Teledyne Bylaws may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of Teledyne’s directors, officers and other employees, which may discourage lawsuits with respect to such claims, although Teledyne’s stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and

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regulations thereunder. In addition, stockholders who do bring a claim in the Court of Chancery in the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. While Teledyne believes the risk of a court declining to enforce the forum selection provision contained in the Teledyne Bylaws is low, if a court were to find the provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, it may incur additional costs associated with resolving such action in other jurisdictions, which could harm Teledyne’s business, operating results and financial condition.

Risks Relating to Teledyne

Teledyne is, and will continue to be, subject to the risks described in Part I, Item 1A, “Risk Factors” in Teledyne’s Annual Report on Form 10-K for the fiscal year ended January 3, 2021 filed with the SEC on February 26, 2021 and subsequent filings with the SEC, in each case, which are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 205 of this joint proxy statement/prospectus.

Risks Relating to FLIR

FLIR is, and the surviving entity after the Second Merger will continue to be, subject to many of the risks described in Part I, Item 1A, “Risk Factors” in FLIR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on February 25, 2021 and subsequent filings with the SEC, in each case, which are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 205 of this joint proxy statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus, including the information included or incorporated by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include statements that refer to expectations, projections, or other characterizations of future events or circumstances and are identified by words such as “believe,” “anticipate,” “expect,” “estimate,” “assume,” “intend,” “plan,” “forecast,” “explore,” “predict,” “project,” “view,” “will,” “may,” “might,” “aim,” “target,” “intend,” “can,” “could,” “should,” “continue,” “build,” “improve,” “growth,” “increase,” “probably,” “potential,” “strategy,” “seek,” “objective” or the negatives thereof and other similar expressions. These forward-looking statements include, but are not limited to, statements about the anticipated benefits of the Mergers, including future financial and operating results and performance, statements about the plans, objectives, expectations and intentions of Teledyne, FLIR or the combined company with respect to future operations, products and services, financial projections and expected timing of completion of the Mergers.

These forward-looking statements, which reflect Teledyne’s and FLIR’s management’s beliefs, objectives and expectations as of the date of this joint proxy statement/prospectus, or in the case of any information included or incorporated by reference, as of the date of those documents, are based on forecasts of future results and estimates of amounts not yet determinable. Achievement of the expressed beliefs, objectives and expectations is subject to risks and uncertainties. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Some of the factors that could cause actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, forward-looking statements include, without limitation:

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Additional factors that could cause Teledyne’s and FLIR’s results to differ materially from those described in the forward-looking statements can be found in Teledyne’s and FLIR’s filings with the SEC, including Teledyne’s Annual Report on Form 10-K for the fiscal year ended January 3, 2021 and FLIR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

You are cautioned not to place undue reliance on Teledyne’s and FLIR’s forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the date of any information included or incorporated by reference in this joint proxy statement/prospectus. All subsequent written and oral forward-looking statements concerning the Mergers or other matters addressed in this joint proxy statement/prospectus and attributable to Teledyne or FLIR or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, Teledyne and FLIR undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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THE COMPANIES

Teledyne Technologies Incorporated

Teledyne provides enabling technologies for industrial growth markets that require advanced technology and high reliability. These markets include aerospace and defense, factory automation, air and water quality environmental monitoring, electronics design and development, oceanographic research, deepwater oil and gas exploration and production, medical imaging and pharmaceutical research. Teledyne’s products include digital imaging sensors, cameras and systems within the visible, infrared and X-ray spectra, monitoring and control instrumentation for marine and environmental applications, harsh environment interconnects, electronic test and measurement equipment, aircraft information management systems, and defense electronics and satellite communication subsystems. Teledyne also supplies engineered systems for defense, space, environmental and energy applications. Teledyne differentiates itself from many of its direct competitors by having a customer and company-sponsored applied research center that augments its product development expertise.

Teledyne’s strategy continues to emphasize growth in its core markets of instrumentation, digital imaging, aerospace and defense electronics and engineered systems. Teledyne’s core markets are characterized by specialized products and services not likely to be commoditized. Teledyne intends to strengthen and expand its core businesses with targeted acquisitions and through product development. Teledyne continues to focus on balanced and disciplined capital deployment among capital expenditures, product development, acquisitions and share repurchases. Teledyne aggressively pursues operational excellence to continually improve its margins and earnings by emphasizing cost containment and cost reductions in all aspects of Teledyne’s business. At Teledyne, operational excellence includes the rapid integration of the businesses Teledyne acquires. Using complementary technology across its businesses and internal research and development, Teledyne seeks to create new products to grow its company and expand its addressable markets. Teledyne continues to evaluate its businesses to ensure that they are aligned with Teledyne’s strategy.

Teledyne, a Delaware corporation, spun off from Allegheny Technologies Incorporated as an independent public company on November 29, 1999. Teledyne Common Stock is traded on the NYSE under the symbol “TDY.” The principal executive offices of Teledyne are located at 1049 Camino Dos Rios, Thousand Oaks, California 91360; its telephone number is (805) 373-4545; and its website is www.teledyne.com. The information contained in, or that can be accessed through, Teledyne’s website is not part of this joint proxy statement/prospectus or the documents incorporated by reference herein.

This joint proxy statement/prospectus incorporates important business and financial information about Teledyne from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a list of the documents that are incorporated by reference in this joint proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 205 of this joint proxy statement/prospectus.

FLIR Systems, Inc.

FLIR is a world leader in developing technologies that enhance perception and awareness. FLIR designs, develops, markets, and distributes solutions that detect people, objects and substances that may not be perceived by human senses and improve the way people interact with the world around them. FLIR brings these innovative technologies into daily life in ways that help save lives and livelihoods. FLIR technologies include thermal imaging systems, visible-light imaging systems, locater systems, measurement and diagnostic systems, and advanced threat-detection solutions.

Founded in 1978, FLIR is a pioneer in advanced sensors and integrated sensor systems that enable the gathering, measurement, and analysis of critical information through a wide variety of applications in government, industrial and commercial markets worldwide. FLIR offers a broad range of infrared, also known as thermal, imaging solutions, with products that range from professional-use thermal camera smartphone accessories to highly advanced aircraft-mounted imaging systems for military and search and rescue applications, with products in between serving a multitude of markets, customers, and applications. As the cost of thermal

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imaging technology has decreased, FLIR’s opportunities to increase the adoption of thermal technology and create new markets for the technology have expanded. In order to better serve the customers in these markets, FLIR has augmented its thermal product offerings with complementary sensing technologies, such as visible imaging, radar, laser, sonar, chemical sensing, and environmental sensing technologies.

FLIR’s goal is both to enable its customers to benefit from the valuable information produced by advanced sensing technologies and to deliver sustained superior financial performance for FLIR stockholders. FLIR creates value for its customers by improving personal and public safety and security, providing advanced intelligence, surveillance, reconnaissance, and tactical defense capabilities, facilitating air, ground, and maritime-based situational awareness, detecting electrical, mechanical and building envelope problems, displaying process irregularities, detecting volatile organic gas emissions, and enhancing advanced driver-assistance systems and autonomous driving solutions, as well as a variety of other uses of thermal and other sensing technologies.

FLIR’s business model and range of solutions allow it to sell products to various end markets, including industrial, original equipment manufacturing, military, homeland security, enterprise, infrastructure, and environmental. FLIR sells off-the-shelf products and customized solutions in configurations to suit specific customer requirements in an efficient, timely, and affordable manner, and supports those customers with training and ongoing support and services. Centered on the design of products for low-cost manufacturing and high-volume distribution, FLIR’s commercial operating model has been developed over time and provides us with a unique ability to adapt to market changes and meet FLIR’s customers’ needs. Because FLIR aggregates product demand and production across these markets, FLIR can generate significant volume; this volume drives down cost, which then increases demand, enabling a virtuous cycle of lower prices and higher unit volumes. FLIR’s manufacturing and supply processes are vertically integrated, minimizing lead times, facilitating prompt delivery, controlling costs and ensuring that components satisfy FLIR’s high quality standards.

FLIR has evolved its product suite over time, expanding FLIR’s reach into markets that are adjacent to thermal imaging, with the intent of expanding the adoption and channel development for thermal imaging technology. Examples of this evolution include FLIR’s entrance into the visible-image security and surveillance market, the industrial machine vision market, and the traffic monitoring and signal control market. FLIR intends to maintain this evolution as FLIR continues to lower the cost of advanced sensing products. As the cost to own thermal technology continues to decline, the application of these sensors is expanding beyond imaging to areas such as data acquisition where thermal sensors can provide important data that can be used for a wide variety of applications.

FLIR believes that its brand is known for quality, innovation and trust and that customers are drawn to it for products and solutions that are effective, innovative, easy to use, and sold at competitive market prices. FLIR intends to: continue to reduce the cost of thermal technology through higher volumes and new product and process improvements; innovate new applications and form-factors for FLIR’s technology based on customer feedback; improve the customer experience through improved user-interface, ease-of-use, and software; increase customer loyalty and trust by providing world-class product warranties and support; and improve operational processes to realign resources to be nimble in response to customers’ needs and market trends.

FLIR Systems, Inc. was originally incorporated as an Oregon corporation, and was subsequently reincorporated as a Delaware corporation in 2020. FLIR Common Stock is traded on NASDAQ under the symbol “FLIR.” The principal executive offices of FLIR are located at 27700 SW Parkway Avenue, Wilsonville, Oregon 97070, and the telephone number at this location is (503) 498-3547. Information about FLIR is available on FLIR’s website at www.flir.com. The information contained in, or that can be accessed through, FLIR’s website is not part of this joint proxy statement/prospectus or the documents incorporated by reference herein.

Additional information about FLIR is included in documents incorporated by reference into this joint proxy statement/prospectus. For a list of documents that are incorporated by reference into this joint proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 205 of this joint proxy statement/prospectus.

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Firework Merger Sub I, Inc.

Merger Sub I is a wholly owned subsidiary of Teledyne. Merger Sub I was formed solely for the purpose of completing the Mergers. Merger Sub I has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Mergers.

Merger Sub I was incorporated in the State of Delaware on December 30, 2020. The principal executive offices of Merger Sub I are located at 1049 Camino Dos Rios, Thousand Oaks, California 91360, and its telephone number is (805) 373-4545.

Firework Merger Sub II, LLC

Merger Sub II is a wholly owned subsidiary of Teledyne. Merger Sub II was formed solely for the purpose of completing the Mergers. Merger Sub II has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Mergers. At the Effective Time, it is expected that as the surviving company its name will be changed to “Teledyne FLIR, LLC.”

Merger Sub II was formed in the State of Delaware on December 30, 2020. The principal executive offices of Merger Sub II are located at 1049 Camino Dos Rios, Thousand Oaks, California 91360, and its telephone number is (805) 373-4545.

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THE TELEDYNE SPECIAL MEETING

This joint proxy statement/prospectus is being provided to Teledyne stockholders as part of a solicitation of proxies by the Teledyne Board for use at the Teledyne Special Meeting. This joint proxy statement/prospectus contains important information regarding the Teledyne Special Meeting, the proposals on which Teledyne stockholders are being asked to vote, considerations that Teledyne stockholders may find useful in determining how to vote and voting procedures.

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TELEDYNE PROPOSAL NO. 1:

THE TELEDYNE SHARE ISSUANCE PROPOSAL

The issuance of shares of Teledyne Common Stock in connection with the transactions contemplated by the Merger Agreement and the Mergers is subject to approval by Teledyne stockholders as required by applicable rules of the NYSE. If the Teledyne Share Issuance Proposal is approved by Teledyne stockholders and the conditions to consummating the Mergers as set forth in the Merger Agreement are satisfied or waived, at the Effective Time, each issued and outstanding share of FLIR Common Stock will be converted into the right to receive (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne Common Stock. For a detailed discussion of the terms and conditions of the Mergers, see “The Mergers” beginning on page 64 of this joint proxy statement/prospectus.

Under NYSE listing rules, a company listed on the NYSE is required to obtain stockholder approval for an acquisition of another company if the potential issuance of the listed company’s common stock, other than a public offering for cash, may equal or exceed 20% of the voting power or the total shares outstanding on a pre-transaction basis. The aggregate number of shares of Teledyne Common Stock to be issued in the Merger is expected to be approximately 9.7 million (or approximately 26.3% of the shares of Teledyne Common Stock outstanding before such issuance) based on the number of shares of FLIR Common Stock, FLIR equity awards and Teledyne Common Stock outstanding as of March 1, 2021, the last practicable trading day before the date of this joint proxy statement/prospectus. For this reason, Teledyne must obtain the approval of Teledyne stockholders for the Teledyne Share Issuance Proposal. Teledyne is asking its stockholders to approve the Teledyne Share Issuance Proposal, which is required for the consummation of the Merger.

The affirmative vote of a majority of the votes cast, electronically at the Teledyne Special Meeting or by proxy, is required for the approval of the Teledyne Share Issuance Proposal. Abstentions, failures to submit a proxy or vote electronically at the Teledyne Special Meeting and broker non-votes, if any, will not be counted as votes cast on, and will have no effect on the outcome of, the Teledyne Share Issuance Proposal.

The Teledyne Board recommends that Teledyne stockholders vote “FOR” the Teledyne Share Issuance Proposal.

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TELEDYNE PROPOSAL NO. 2:

THE TELEDYNE ADJOURNMENT PROPOSAL

Teledyne is asking its stockholders to vote in favor of a proposal to approve one or more adjournments of the Teledyne Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Teledyne Share Issuance Proposal at the time of the Teledyne Special Meeting. If Teledyne stockholders approve the Teledyne Adjournment Proposal, Teledyne could adjourn the Teledyne Special Meeting, and any adjourned session of the Teledyne Special Meeting, and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies voting against the approval of the Teledyne Share Issuance Proposal. Among other things, approval of the Teledyne Adjournment Proposal could mean that, even if Teledyne had received proxies representing a sufficient number of votes against the proposal to approve the Teledyne Share Issuance Proposal, such that the Teledyne Share Issuance Proposal would be defeated, Teledyne could adjourn the Teledyne Special Meeting without holding a vote on the Teledyne Share Issuance Proposal and seek to convince the holders of those shares to change their votes to votes in favor of that proposal.

Approval of the Teledyne Adjournment Proposal requires the affirmative vote of a majority of the votes cast, electronically at the Teledyne Special Meeting or by proxy. In addition, even if a quorum does not exist, holders of a majority of the shares of Teledyne Common Stock present at the Teledyne Special Meeting, electronically at the Teledyne Special Meeting or by proxy, may adjourn the meeting to another place, date or time. Abstentions, failures to submit a proxy or vote electronically at the Teledyne Special Meeting and broker non-votes, if any, will not be counted as votes cast on, and will have no effect on the outcome of, the Teledyne Adjournment Proposal.

The Teledyne Board recommends that Teledyne stockholders vote “FOR” the Teledyne Adjournment Proposal.

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THE FLIR SPECIAL MEETING

This joint proxy statement/prospectus is being provided to FLIR stockholders as part of a solicitation of proxies by the FLIR Board for use at the FLIR Special Meeting. This joint proxy statement/prospectus contains important information regarding the FLIR Special Meeting, the proposals on which FLIR stockholders are being asked to vote, considerations that FLIR stockholders may find useful in determining how to vote and voting procedures.

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to the public health impact from the COVID-19 pandemic and to protect the well-being of its stockholders, employees and other meeting participants, FLIR will not hold an in-person special meeting. Instead, FLIR will hold a virtual special meeting.

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FLIR PROPOSAL NO. 1:

THE FLIR MERGER PROPOSAL

FLIR stockholders are being asked to approve the FLIR Merger Proposal. For a summary of and detailed information regarding the FLIR Merger Proposal, see the information about the Mergers and the Merger Agreement throughout this joint proxy statement/prospectus, including the information set forth in “The Mergers” beginning on page 64 of this joint proxy statement/prospectus and “The Merger Agreement” beginning on page 116 of this joint proxy statement/prospectus. A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus.

Pursuant to the Merger Agreement, approval of the FLIR Merger Proposal is a condition to the consummation of the First Merger. If the Merger Proposal is not approved, the Mergers will not be completed.

The FLIR Board (i) determined that it was fair to, advisable and in the best interests of FLIR and its stockholders for FLIR to enter into the Merger Agreement and effect the Mergers and other transactions contemplated thereby, (ii) authorized, approved and adopted the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby (including the Mergers) on behalf of FLIR, and (iii) recommended to FLIR’s stockholders that they vote in favor of the FLIR Merger Proposal.

The approval of the FLIR Merger Proposal requires the affirmative vote of a majority of the outstanding shares of FLIR Common Stock entitled to vote as of the FLIR Record Date. Abstentions, failures to submit a proxy or vote electronically at the FLIR Special Meeting and broker non-votes will have the same effect as a vote “AGAINST” the FLIR Merger Proposal.

The FLIR Board recommends that FLIR stockholders vote “FOR” the FLIR Merger Proposal.

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FLIR PROPOSAL NO. 2:

THE FLIR ADVISORY EXECUTIVE COMPENSATION PROPOSAL

Pursuant to Section 14A of the Exchange Act, FLIR is providing its stockholders with the opportunity to approve a non-binding, advisory resolution on certain compensation that will or may be paid to its named executive officers in connection with the Mergers. This compensation is summarized in the table under “Interests of FLIR’s Directors and Executive Officers in the Mergers—Golden Parachute Compensation” on page 158 of this joint proxy statement/prospectus. That summary includes all compensation and benefits that will or may be paid or provided by FLIR or the combined company to FLIR’s named executive officers in connection with the Mergers, including as a result of a termination of employment in connection with the Mergers. FLIR, therefore, is asking its stockholders to approve the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that will or may be paid or provided by FLIR or the combined company to FLIR’s named executive officers in connection with the Mergers and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “Interests of FLIR’s Directors and Executive Officers in the Mergers—Golden Parachute Compensation” is hereby APPROVED.”

The FLIR Board encourages you to review carefully the information regarding compensation that will or may be paid or provided by FLIR to its named executive officers in connection with the Mergers disclosed in this joint proxy statement/prospectus. The FLIR Board recommends that FLIR stockholders approve, on a non-binding, advisory basis, the compensation that will or may be paid to FLIR’s named executive officers in connection with the Mergers.

The vote on the FLIR Advisory Compensation Proposal is a vote separate and apart from the vote on the FLIR Merger Proposal. Accordingly, you may vote to approve the FLIR Merger Proposal and vote not to approve the FLIR Advisory Executive Compensation Proposal and vice versa. Because the vote on the FLIR Advisory Executive Compensation Proposal is advisory only, it will not be binding on FLIR. Accordingly, if the Merger Agreement is adopted and the Mergers are completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the FLIR Advisory Executive Compensation Proposal.

Approval of the FLIR Advisory Executive Compensation Proposal requires the affirmative vote of a majority of the votes cast, electronically at the FLIR Special Meeting or by proxy. Abstentions, failures to submit a proxy or vote electronically at the FLIR Special Meeting and broker non-votes, if any, will not be counted as votes cast on, and will have no effect on the outcome of, the FLIR Advisory Executive Compensation Proposal.

The FLIR Board recommends that FLIR stockholders vote “FOR” the FLIR Advisory Executive Compensation Proposal.

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FLIR PROPOSAL NO. 3:

THE FLIR ADJOURNMENT PROPOSAL

FLIR is asking its stockholders to vote in favor of a proposal to approve one or more adjournments of the FLIR Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the FLIR Merger Proposal at the time of the FLIR Special Meeting. If FLIR stockholders approve the FLIR Adjournment Proposal, FLIR could adjourn the FLIR Special Meeting, and any adjourned session of the FLIR Special Meeting, and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies voting against the approval of the FLIR Merger Proposal. Among other things, approval of the FLIR Adjournment Proposal could mean that, even if FLIR had received proxies representing a sufficient number of votes against the FLIR Merger Proposal, such that the FLIR Merger Proposal would be defeated, FLIR could adjourn the FLIR Special Meeting without holding a vote on the FLIR Merger Proposal and seek to convince the holders of those shares to change their votes to votes in favor of that proposal.

Approval of the FLIR Adjournment Proposal requires the affirmative vote of a majority of the votes cast, electronically at the FLIR Special Meeting or by proxy, on the FLIR Adjournment Proposal. In addition, even if a quorum does not exist, holders of a majority of the shares of FLIR Common Stock present at the FLIR Special Meeting, electronically at the FLIR Special Meeting or by proxy, may adjourn the meeting to another place, date or time. Abstentions, failures to submit a proxy or vote electronically at the FLIR Special Meeting and broker non-votes, if any, will not be counted as votes cast on, and will have no effect on the outcome of, the FLIR Adjournment Proposal.

The FLIR Board recommends that FLIR stockholders vote “FOR” the FLIR Adjournment Proposal.

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THE MERGERS

General

This joint proxy statement/prospectus is being provided to holders of Teledyne Common Stock and FLIR Common Stock in connection with the Merger Agreement attached as Annex A to this joint proxy statement/prospectus and the transactions contemplated under such agreement.

The Merger Agreement provides for, among other things, the merger of Merger Sub I with and into FLIR, with FLIR continuing as the surviving corporation and a wholly owned subsidiary of Teledyne, immediately followed by FLIR merging with and into Merger Sub II, with Merger Sub II continuing as the surviving company and a wholly owned subsidiary of Teledyne. You are urged to read the Merger Agreement in its entirety because it is the legal document that governs the Mergers. For additional information about the Mergers, see “The Merger Agreement—Structure and Completion of the Mergers” and “The Merger Agreement—Merger Consideration” beginning on pages 116 and 117, respectively, of this joint proxy statement/prospectus.

If the Mergers are completed, each outstanding share of FLIR Common Stock (with certain exceptions described in this joint proxy statement/prospectus) will be converted into the right to receive $28.00 in cash and 0.0718 shares of Teledyne Common Stock. Based on Teledyne’s 5-day volume weighted average price as of December 31, 2020, the last trading day prior to public announcement of the Mergers by Teledyne and FLIR on January 4, 2021, this implies a total purchase price of $56.00 per share of FLIR Common Stock. The transaction reflects a 40% premium for FLIR stockholders based on FLIR’s 30-day volume weighted average price as of December 31, 2020. The market price of Teledyne Common Stock when FLIR stockholders receive those shares after the Mergers are completed could be greater than, less than or the same as the market price of shares of Teledyne Common Stock on the date of this joint proxy statement/prospectus.

Background of the Mergers

The FLIR Board, in consultation with members of FLIR’s management team, periodically and in the ordinary course of business reviews and assesses FLIR’s performance, business, strategic direction, competitive position and prospects in light of the current business and economic environment and in consideration of its long-term business strategy to enhance value for its stockholders. From time to time, the FLIR Board, in consultation with members of FLIR’s management team and FLIR’s advisors, has evaluated and considered a variety of potential strategic options, including strategic acquisitions, divestitures and business combination transactions, in light of industry developments, economic and market conditions and challenges facing participants in the industry.

The Teledyne Board, in consultation with members of Teledyne’s management team, periodically and in the ordinary course of business evaluates and considers potential strategic acquisitions and business combination transactions in consideration of its long-term business strategy to better position Teledyne’s businesses in the industry and to enhance value for its stockholders. As part of this process, Teledyne’s management team periodically monitored FLIR as a potential acquisition target.

On May 14, 2020, a representative of Company A, a communications company, contacted Mr. James Cannon, President, Chief Executive Officer and Director of FLIR, by telephone to discuss their respective businesses. During this telephone call, the representative of Company A expressed Company A’s interest in learning more about FLIR and a possible collaboration or business combination between the two companies. The parties did not discuss the specific form or any terms of a possible collaboration or business combination. In light of the ongoing COVID-19 pandemic, Mr. Cannon declined to meet with the representative of Company A in person.

On May 17, 2020, the representative of Company A communicated with Mr. Cannon about meeting virtually to continue their discussion about a possible collaboration or business combination. The representative

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of Company A suggested a meeting with representatives of both companies in attendance to learn more about their respective businesses.

On May 18, 2020, Mr. Cannon, Ms. Sonia Galindo, Senior Vice President, General Counsel, Secretary and Chief Ethics and Compliance Officer of FLIR, and Ms. Carol Lowe, Executive Vice President and Chief Financial Officer of FLIR, met with representatives of Goldman Sachs, FLIR’s financial advisor, and Hogan Lovells to discuss the approach by Company A.

Later on May 18, 2020, Mr. Cannon communicated to the representative of Company A that FLIR was focused on running its business given the impact of the COVID-19 pandemic and would not be making the business team available to meet with representatives of Company A at this time.

On May 22, 2020, at a special meeting of the FLIR Board at which members of FLIR’s management team were present, Mr. Cannon summarized his contacts with the representative of Company A, including the conversation he had with the representative on May 14, 2020, during which the representative expressed Company A’s interest in learning more about FLIR and a possible collaboration or business combination with FLIR. Mr. Cannon conveyed to the FLIR Board his impression that Company A was unfamiliar with FLIR’s business and industry and was seeking to gather more information. After discussion, the FLIR Board concluded that it should consider and discuss Company A’s expression of interest further at the next meeting of the FLIR Board with FLIR’s advisors present.

On June 5, 2020, at a special meeting of the FLIR Board at which members of FLIR’s management team and representatives of Goldman Sachs and Hogan Lovells were present, representatives of Goldman Sachs discussed actions that the FLIR Board might take if Company A made a more formal approach, including an analysis of the strategic rationale of a possible collaboration or strategic transaction with Company A. Prior to the meeting, representatives of Hogan Lovells provided the FLIR Board with materials describing the directors’ fiduciary duties in connection with the FLIR Board’s evaluation of a potential strategic transaction. During the meeting, representatives of Goldman Sachs reviewed Company A’s business, stock performance, liquidity and investor base and a list of other potential parties that might be interested in pursuing a strategic transaction with FLIR. Representatives of Goldman Sachs and Hogan Lovells and members of FLIR’s management team responded to questions from the FLIR Board. The FLIR Board discussed a possible collaboration or strategic transaction with Company A, whether other potential parties would be interested in pursuing a strategic transaction with FLIR and whether proceeding with FLIR’s current business strategy offered the best opportunity to enhance stockholder value. Following such discussion, the FLIR Board concluded that FLIR’s current business strategy offered the best opportunity to enhance stockholder value and that Company A’s preliminary interest in a possible collaboration or business combination with FLIR was not sufficiently compelling to engage in substantive discussions or share confidential information with Company A.

On August 20, 2020, Mr. Michael T. Smith, the lead director of Teledyne and a director of FLIR, and Dr. Robert Mehrabian, Executive Chairman of Teledyne, discussed by telephone Teledyne’s proposed acquisition of Photonis International, an image intensifier and electron multiplier company based in France. During this conversation, Dr. Mehrabian advised Mr. Smith that Teledyne intended to commence discussions with Company Y, an instrumentation company. Dr. Mehrabian also advised Mr. Smith that if the proposed acquisition of Photonis International and potential transaction with Company Y are not completed, Teledyne may want to pursue an acquisition of FLIR. In response, Mr. Smith suggested that an acquisition of FLIR would likely require a per share price of at least $60.00 since FLIR’s stock briefly traded in excess of $59.00 per share in early 2020. Dr. Mehrabian and Mr. Smith did not discuss any other potential terms of any such transaction.

On August 21, 2020, Teledyne commenced discussions with Company Y regarding a potential strategic acquisition of Company Y by Teledyne.

On August 26, 2020 and September 1, 2020, the representative of Company A contacted Mr. Cannon about a potential meeting and communicated that he was willing to travel to meet with Mr. Cannon in person in

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Arlington, Virginia. Mr. Cannon noted that FLIR was focused on running its business given the impact of the COVID-19 pandemic, and the parties agreed to be in touch regarding scheduling a potential in-person meeting between the representative of Company A and Mr. Cannon.

On September 11, 2020, at a special meeting of the FLIR Board at which members of FLIR’s management team were present, Mr. Cannon updated the FLIR Board on his communications with the representative of Company A, including the representative’s offer to travel to Arlington, Virginia, for an in-person meeting. Mr. Cannon conveyed to the FLIR Board his impression that Company A’s interest in FLIR was still preliminary based on its unfamiliarity with FLIR’s business and industry. In the absence of any specific proposal from Company A and considering the need for FLIR’s management team to focus on running the business given the impact of the COVID-19 pandemic, the FLIR Board agreed that Mr. Cannon should not share confidential information or make other members of FLIR’s management team available to Company A.

On September 14, 2020, Dr. Mehrabian and Mr. Smith discussed the negotiations and status of the potential strategic acquisition of Company Y and Teledyne’s proposed acquisition of Photonis International and that the termination date contained in the Photonis transaction documents had passed. Dr. Mehrabian again raised a potential acquisition of FLIR as a strategic transaction in the event one of the transactions with Company Y and Photonis International did not proceed, and requested the cell phone number of Mr. Earl Lewis, Chairman of the FLIR Board. Mr. Smith informed Dr. Mehrabian that it was a good time for Dr. Mehrabian to reach out to Mr. Lewis because, in Mr. Smith’s opinion, the FLIR Board had become concerned about the FLIR CEO’s ability to manage costs and execute on FLIR’s strategy. Dr. Mehrabian and Mr. Smith did not discuss pricing or other potential terms of any such transaction.

On September 15, 2020, Mr. Smith provided Dr. Mehrabian with Mr. Lewis’s contact information, and Dr. Mehrabian informed Mr. Smith that he would wait a few days before reaching out to Mr. Lewis in order to assess whether Teledyne’s discussions with Company Y and its proposed acquisition of Photonis International would progress. Dr. Mehrabian and Mr. Smith did not discuss pricing or potential terms of a transaction with FLIR.

On September 28, 2020, Teledyne announced that discussions regarding its proposed acquisition of Photonis International had terminated.

Also on September 28, 2020, Dr. Mehrabian communicated to Mr. Smith that he intended to contact Mr. Lewis regarding a potential acquisition of FLIR. Dr. Mehrabian and Mr. Smith did not discuss pricing or potential terms of any such transaction.

Later on September 28, 2020, Dr. Mehrabian contacted Mr. Lewis to request a phone call and Mr. Lewis and Dr. Mehrabian subsequently spoke by telephone. The parties discussed having met years earlier as well as their respective businesses, management, recent stock price performances and the challenges of the COVID-19 pandemic. Dr. Mehrabian then expressed Teledyne’s potential interest in purchasing FLIR. The parties discussed the strategic fit of the two companies. The parties did not discuss pricing or potential terms of any such transaction, but Dr. Mehrabian proposed that any acquisition of FLIR by Teledyne would be funded by Teledyne through a combination of cash and stock. Mr. Lewis told Dr. Mehrabian that he would convey this expression of interest to the FLIR Board.

On September 29, 2020, Dr. Mehrabian updated Mr. Smith on his September 28, 2020 conversation with Mr. Lewis, reporting that he found the call to be unsatisfactory because Dr. Mehrabian did not think Mr. Lewis was interested in a transaction with Teledyne. Mr. Smith recommended involving the financial advisors for both companies. Dr. Mehrabian and Mr. Smith did not discuss pricing or other potential terms of any such transaction.

Also on September 29, 2020, at a special meeting of the FLIR Board at which members of FLIR’s management team and representatives of Goldman Sachs were present, Mr. Lewis informed the FLIR Board

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about his discussion with Dr. Mehrabian and Teledyne’s expressed interest in purchasing FLIR. Representatives of Goldman Sachs reviewed considerations for evaluating FLIR’s potential strategic alternatives and, along with Ms. Galindo, reviewed process protocols for the FLIR Board to consider. The FLIR Board engaged in a discussion regarding a potential strategic transaction between FLIR and Teledyne. Representatives of Goldman Sachs and members of FLIR’s management team responded to questions from the FLIR Board. The FLIR Board concluded that it was confident that FLIR’s current business strategy offered the best opportunity to enhance stockholder value and that any proposal from Teledyne would need to be compelling for FLIR to engage in substantive discussions or share confidential information with Teledyne. Mr. Lewis agreed to convey the conclusion of the FLIR Board to Dr. Mehrabian. Due to his position as a director on the Teledyne Board, Mr. Smith did not participate in this meeting.

On October 1, 2020, the representative of Company A contacted Mr. Cannon to schedule a meeting in Arlington, Virginia, to further discuss their respective businesses.

On October 2, 2020, Mr. Lewis spoke to Dr. Mehrabian by telephone and conveyed the conclusion from the FLIR Board meeting on September 29, 2020. Mr. Lewis explained that the FLIR Board was focused on executing FLIR’s current business strategy to enhance stockholder value and that the FLIR Board believed the current trading price of FLIR Common Stock was undervalued. Mr. Lewis further noted that the FLIR Board would require a compelling proposal from Teledyne to engage in discussions regarding a potential strategic transaction. Mr. Lewis declined to provide any guidance on what price the FLIR Board might find compelling. Dr. Mehrabian informed Mr. Lewis that he would reach out again if Teledyne decided to make an offer for FLIR.

Dr. Mehrabian and Mr. Smith talked on October 12, 2020 and October 19, 2020 about various matters in connection with the upcoming meeting of the Teledyne Board and the status of the other potential transactions, and on one of those calls, Dr. Mehrabian informed Mr. Smith that he did not think Mr. Lewis was interested in a transaction with Teledyne. Dr. Mehrabian and Mr. Smith did not discuss pricing or potential terms of any such transaction on either of those calls.

On October 19, 2020, Mr. Cannon and the representative of Company A met at FLIR corporate headquarters in Arlington, Virginia. The representative of Company A expressed Company A’s potential interest in a merger with, or acquisition of, FLIR but acknowledged that Company A was still in the process of learning about FLIR’s business and industry. The representative of Company A did not make a specific proposal, and the parties did not discuss potential terms of any transaction. Mr. Cannon told the representative of Company A that he would convey this expression of interest to the FLIR Board.

On October 20, 2020, the Teledyne Board held a meeting. Since there were no discussions regarding FLIR at this meeting, Mr. Smith attended this Teledyne Board meeting. At this meeting, Dr. Mehrabian informed the Teledyne Board that discussions with Photonis International had resumed and discussed the strategic benefits of, and the status of negotiations with, Company Y.

On October 21, 2020, Mr. Lewis reached out to Mr. Smith to explain that because of Teledyne’s previously expressed interest in FLIR and the fact that Teledyne’s expression of interest would likely be discussed at the upcoming meeting of the FLIR Board, Mr. Lewis recommended that Mr. Smith not attend the upcoming regularly scheduled October 28, 2020 FLIR Board meeting. In light of Teledyne’s pursuit of other transactions as well as Dr. Mehrabian’s stated belief that FLIR was not interested in a transaction, Mr. Smith informed Mr. Lewis of his belief that Teledyne would not be submitting a proposal to acquire FLIR. Based on this discussion, Mr. Lewis and Mr. Smith agreed that Mr. Smith could attend the upcoming FLIR Board meeting.

On October 27, 2020, the Teledyne Board was advised that discussions with Company Y had been terminated. Dr. Mehrabian telephoned Mr. Smith to discuss Teledyne’s termination of discussions with Company Y and the status of discussions to acquire Photonis International. Dr. Mehrabian and Mr. Smith did not discuss FLIR.

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On October 28-29, 2020, at a regularly scheduled meeting of the FLIR Board at which members of FLIR’s management team and representatives of Goldman Sachs were present, representatives of Goldman Sachs reviewed its preliminary financial analyses of FLIR and certain potential strategic alternatives for FLIR. Members of FLIR’s management team reviewed FLIR’s corporate strategy and potential growth opportunities and challenges, and the FLIR Board, in consultation with members of FLIR’s management team, discussed whether to pursue potential strategic alternatives for FLIR. Mr. Cannon advised the FLIR Board that, based on his conversations with the representative of Company A, he believed Company A was still gathering information about FLIR’s business and industry and as a result, Company A was not presently in a position to make a proposal to acquire FLIR. Mr. Lewis advised the FLIR Board, based on his conversation with Mr. Smith, that Teledyne would not be submitting a proposal to acquire FLIR. Since Mr. Smith had communicated his belief that Teledyne would not be submitting a proposal to acquire FLIR prior to this FLIR Board meeting, Mr. Smith participated in this FLIR Board meeting.

On November 9, 2020, Dr. Mehrabian asked Mr. Smith to contact Mr. Lewis to determine what it would take for FLIR to engage in negotiations about a potential transaction with Teledyne. Mr. Smith agreed to call Mr. Lewis. Dr. Mehrabian and Mr. Smith did not discuss pricing or potential terms of any such transaction.

On November 10, 2020, Mr. Smith reached out to Mr. Lewis and inquired what it would take for FLIR to engage in negotiations about a potential transaction with Teledyne. Mr. Lewis indicated that the FLIR Board would need a compelling offer but did not provide any guidance on what price or other terms the FLIR Board might consider compelling. Mr. Smith suggested getting the financial advisors involved in any discussion between the parties. Mr. Smith and Mr. Lewis did not discuss pricing or potential terms of any such transaction.

On November 11, 2020, Mr. Smith reported on his conversation with Mr. Lewis to Dr. Mehrabian. During the call, Mr. Smith and Dr. Mehrabian discussed FLIR’s emphasis on the defense business as compared to Teledyne including that FLIR served as a prime contractor on several programs of record and Teledyne typically served as a subcontractor. They also discussed FLIR’s new Arlington, Virginia, headquarters and the costs associated with FLIR’s new headquarters. Dr. Mehrabian and Mr. Smith did not discuss pricing or other potential terms of any transaction. Dr. Mehrabian and Mr. Smith agreed that Mr. Smith would need to be recused from any further discussions regarding a potential acquisition of FLIR.

On November 11, 2020, Dr. Mehrabian spoke with each of the Teledyne directors (other than Mr. Smith) regarding Teledyne making a non-binding proposal to acquire FLIR, and thereafter periodically updated directors (other than Mr. Smith) during the following weeks regarding the status of negotiations.

Also on November 11, 2020, Dr. Mehrabian emailed Mr. Smith that Teledyne had sent a letter containing a non-binding proposal to acquire all outstanding shares of FLIR to the FLIR Board. The email did not disclose the price or other details of the non-binding proposal. Neither Dr. Mehrabian nor any other member of Teledyne’s management team had any further discussions with Mr. Smith about the FLIR acquisition until after the transaction was publicly announced.

On November 13, 2020, the FLIR Board received a non-binding proposal dated November 11, 2020 from Teledyne to purchase all outstanding shares of FLIR Common Stock at $50.00 per share to be paid in cash and shares of Teledyne Common Stock. The non-binding proposal did not specify the allocation between cash and stock consideration. The $50.00 per share price proposed represented a premium of approximately 39% over FLIR’s closing share price on November 10, 2020.

On November 16, 2020, the representative of Company A contacted Mr. Cannon by telephone to follow up on their discussion during the October 19, 2020 meeting. The representative of Company A reiterated Company A’s interest in learning more about FLIR’s business and a possible collaboration or business combination with FLIR. The following day, on November 17, 2020, the representative of Company A delivered to Mr. Cannon a request for certain information about FLIR’s business.

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On November 18, 2020, at a special meeting of the FLIR Board at which members of FLIR’s management team and representatives of Goldman Sachs and Hogan Lovells were present, the FLIR Board discussed the proposal from Teledyne received on November 13, 2020. Representatives of Goldman Sachs reviewed its preliminary financial analyses of FLIR and Teledyne. Representatives of Goldman Sachs also reviewed other potential parties that might be interested in pursuing a strategic transaction with FLIR, including Company A. Also at this meeting, representatives of Hogan Lovells reviewed the directors’ fiduciary duties and other legal matters in connection with the FLIR Board’s evaluation of the Teledyne proposal and a potential sale transaction. The FLIR Board engaged in a discussion regarding the merits of a potential sale transaction, including pricing, process and timing of a potential transaction. The FLIR Board discussed the premium that the $50.00 per share price represented to FLIR’s recent trading prices, as well as the potential strategic alternatives for FLIR, including FLIR’s prospects as a standalone business. The FLIR Board discussed Teledyne’s ability to pay the proposed transaction price, the merits of stockholders receiving a mix of cash and shares of Teledyne Common Stock as transaction consideration, the merits of different allocations of cash and stock and the FLIR Board’s preference that at least 50% of the consideration be in cash. The FLIR Board also discussed the competitive landscape of FLIR, including opportunities and challenges faced by FLIR, as well as trends in the marketplace. Mr. Cannon updated the FLIR Board on his communications with the representative of Company A, including his impression that Company A was not in a position to submit a formal proposal to acquire FLIR due to Company A’s unfamiliarity with FLIR’s business and industry. Representatives of Goldman Sachs discussed with representatives of FLIR management and the FLIR Board the other potential parties that might be interested in pursuing a strategic transaction with FLIR, including Company A. Representatives of Goldman Sachs and Hogan Lovells and members of FLIR’s management team responded to questions from the FLIR Board. Following discussion, the FLIR Board concluded that there was a potential strategic fit between Teledyne and FLIR, but that Teledyne’s proposal did not adequately value FLIR. Mr. Smith was recused from this and all subsequent meetings of the FLIR Board through and including the meeting on January 3, 2021, during which the FLIR Board approved the Mergers and the other transactions contemplated by the Merger Agreement.

On November 19, 2020, Mr. Lewis spoke to Dr. Mehrabian by telephone. During this call, Mr. Lewis communicated to Dr. Mehrabian that the FLIR Board believed Teledyne’s $50.00 per share proposal did not adequately value FLIR but that there was a potential strategic fit between Teledyne and FLIR and the FLIR Board would consider a more compelling proposal. Dr. Mehrabian asked Mr. Lewis for contact information for FLIR’s financial advisors, which Mr. Lewis provided later that day.

On November 19 and 23, 2020, Mr. Cannon communicated with the representative of Company A confirming receipt of the request for certain information about FLIR’s business and proposing the parties connect after the Thanksgiving holiday.

On November 20, 2020, at the direction of the FLIR Board, representatives of Goldman Sachs spoke to Mr. Jason VanWees, Executive Vice President of Teledyne, by telephone regarding Teledyne’s proposal. The representatives of Goldman Sachs reiterated the FLIR Board’s view that Teledyne’s proposal of $50.00 per share did not adequately value FLIR and encouraged Teledyne to present a more compelling proposal if they were interested in acquiring FLIR. However, the representatives of Goldman Sachs indicated that they were neither providing information regarding, nor authorized to indicate, what price might be acceptable to the FLIR Board. Mr. VanWees suggested that in his experience, parties often solve purchase price gaps of 5% to 10% but noted parties rarely solve large price gaps of 20% or more, for example. Mr. VanWees then indicated if such a large gap existed between the Teledyne Board and the FLIR Board, it would be best to discontinue further discussions.

Due to his position as a director on both the Teledyne Board and the FLIR Board and given his attendance at the FLIR Board meeting held on October 28, 2020, Ms. Galindo requested that Mr. Smith confirm, and Mr. Smith confirmed in writing on November 21, 2020, to Ms. Galindo and Mr. Lewis that Mr. Smith had not, directly or indirectly, disclosed to any person affiliated with or acting on behalf of Teledyne any of the information, data or analysis that was reviewed by representatives of Goldman Sachs at the October 28, 2020 FLIR Board meeting or the views, positions or opinions expressed by FLIR officers or directors or representatives of Goldman Sachs at the October 28, 2020 FLIR Board meeting.

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The FLIR Board sent a letter to the Teledyne Board to formalize its rejection of their proposal, which was received by Teledyne on November 23, 2020.

On November 24, 2020, Mr. VanWees informed representatives of Goldman Sachs that Teledyne would consider next steps, but not likely until after the Thanksgiving holiday.

On November 30, 2020, representatives of Goldman Sachs spoke with Mr. VanWees by telephone. During this call, Mr. VanWees indicated that Teledyne was contemplating a revised proposal of $53.75 per share, 40% of which would be paid in cash and the remaining 60% of which would be paid in shares of Teledyne Common Stock. During this discussion, at the direction of the FLIR Board, representatives of Goldman Sachs encouraged Teledyne to make a revised proposal that contemplated a higher overall valuation of FLIR, with at least 50% of the consideration being in cash. Following this conversation, Mr. Lewis, Mr. Cannon, Ms. Galindo and Ms. Lowe met with representatives of Goldman Sachs and Hogan Lovells to discuss the conversation between Mr. VanWees and representatives of Goldman Sachs.

On November 30, 2020, the representative of Company A and Mr. Cannon scheduled a telephone conference for December 15, 2020.

On December 1, 2020, Mr. VanWees and representatives of Goldman Sachs had an additional call during which, at the direction of the FLIR Board, the representatives of Goldman Sachs encouraged Mr. VanWees to submit a revised proposal at the upper end of the range that Mr. VanWees indicated Teledyne might be willing to consider and reiterated that a 50/50 split of cash and stock would be preferred by the FLIR Board. Mr. VanWees indicated that he would provide this feedback to Dr. Mehrabian.

Following the call on December 1, 2020, Mr. VanWees communicated to Dr. Mehrabian and certain members of Teledyne senior management the potential terms of a revised proposal to FLIR and the feedback provided by the representatives of Goldman Sachs. Subsequent to that conversation, later on December 1, 2020, Mr. VanWees informed the representatives of Goldman Sachs that Teledyne would provide the FLIR Board with a formal, non-binding proposal confirming the price increase to $55.00 per share, 50% of which would be paid in cash and 50% of which would be paid in shares of Teledyne Common Stock, with such proposal to be subject to due diligence and Teledyne Board approval.

Later on December 1, 2020, the FLIR Board received a revised, non-binding proposal from Teledyne to purchase all outstanding shares of FLIR common stock at $55.00 per share, 50% of which would be paid in cash and 50% of which would be paid in shares of Teledyne Common Stock, which Teledyne indicated was its best offer based on the information available to it at that time. The per share price proposed represented a premium of approximately 44% over FLIR’s closing share price on November 30, 2020.

On December 2, 2020, Mr. VanWees and representatives of Goldman Sachs had a call to discuss potential next steps should the FLIR Board decide to move forward. At the direction of the FLIR Board, the representatives of Goldman Sachs advised Mr. VanWees that any key site visits would need to be scheduled for later in the process to preserve confidentiality and that the diligence process would be reciprocal given that FLIR’s stockholders would receive shares of Teledyne Common Stock in the proposed transaction. Discussion also occurred on Teledyne’s sources of financing for the proposed acquisition.

On December 4, 2020, FLIR and Goldman Sachs executed an engagement letter to formally engage Goldman Sachs as FLIR’s financial advisor in connection with the FLIR Board’s consideration of potential strategic transactions based on, among other things, FLIR’s familiarity with Goldman Sachs and Goldman Sachs’s reputation, deal experience and knowledge and familiarity with FLIR’s business.

Also on December 4, 2020, at a special meeting of the FLIR Board at which members of FLIR’s management team and representatives of Goldman Sachs and Hogan Lovells were present, representatives of

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Goldman Sachs summarized the discussions to date between FLIR and Teledyne. Representatives of Goldman Sachs also reviewed its preliminary financial analyses of FLIR and Teledyne and other potential parties that might be interested in pursuing a strategic transaction with FLIR, including Company A, and the likelihood, in the judgment of the representatives of Goldman Sachs, based on the circumstances of each potential party, that each of the other potential parties, including Company A, would be interested in making an acquisition proposal at a greater price than Teledyne’s $55.00 per share proposal. The FLIR Board discussed Teledyne’s proposal, including that the proposal was at a significant premium to the recent trading prices of FLIR Common Stock, and considered FLIR’s valuation and the risk and opportunities of FLIR continuing on a standalone basis. The FLIR Board also discussed the likelihood of other potential parties, including Company A, making an acquisition proposal at a higher price than Teledyne’s $55.00 per share proposal. The FLIR Board asked questions of FLIR management and representatives of Goldman Sachs regarding the other potential parties, including the potential interest and financial ability of each such potential party to complete a strategic transaction. As a result of this discussion and the anticipated disruption to the business by engaging with a significant number of other potential parties in a sale process, particularly in light of the increased risk of unauthorized or inadvertent disclosure of any such process, the FLIR Board identified a limited number of potential parties, including Company A, that might be contacted, on a highly confidential basis, as a pre-signing “market check.” Representatives of Goldman Sachs and Hogan Lovells and members of FLIR’s management team responded to questions from the FLIR Board. The FLIR Board concluded that it would consider and discuss the revised proposal from Teledyne further at a meeting of the FLIR Board the following week.

On December 8, 2020, at the direction of the FLIR Board, representatives of Goldman Sachs spoke with Mr. VanWees regarding the FLIR Board’s response to Teledyne’s revised proposal. Representatives of Goldman Sachs informed Mr. VanWees that the proposal was still under consideration and that the FLIR Board would be meeting again to further discuss the proposal.

On December 11, 2020, at a special meeting of the FLIR Board at which members of FLIR’s management team and representatives of Goldman Sachs and Hogan Lovells were present, representatives of Goldman Sachs provided an update of the discussions between representatives of Goldman Sachs and Teledyne. Representatives of Goldman Sachs reviewed potential responses to Teledyne and outlined next steps if the FLIR Board decided to move forward with the process, including due diligence to be conducted by both FLIR and Teledyne and potentially engaging in confidential discussions with other potential parties that might be interested in pursuing a strategic transaction with FLIR. The FLIR Board then discussed the negotiations with Teledyne that had occurred to date and the low likelihood of further price increases or extended price negotiations in light of Teledyne’s characterization of the $55.00 per share offer price as its best offer. Representatives of Goldman Sachs and Hogan Lovells and members of FLIR’s management team responded to questions from the FLIR Board. Representatives of Goldman Sachs also addressed questions from the FLIR Board regarding share price performance of Teledyne and of other acquirers before and after certain transactions. The FLIR Board instructed representatives of Goldman Sachs to advise Teledyne that the FLIR Board authorized FLIR to engage in substantive discussions with Teledyne and enter into a mutual confidentiality agreement so that both companies could share confidential information, including their respective business plans and forecasts. The FLIR Board instructed representatives of Goldman Sachs to advise Teledyne that FLIR was not agreeing to the $55.00 per share offer price and that the FLIR Board believed that Teledyne would be able to increase its offer price after reviewing FLIR’s business plan and forecast. The FLIR Board also instructed representatives of Goldman Sachs to advise Teledyne of the FLIR Board’s intent to instruct representatives of Goldman Sachs to contact, on a highly confidential basis, a limited number of other potential purchasers on a confidential basis as a pre-signing “market check.”

On December 11, 2020, representatives of Goldman Sachs had a telephone discussion with Mr. VanWees to inform him of the FLIR Board’s decision to engage in discussions with Teledyne regarding a potential transaction based on its revised proposal of $55.00 per share, with 50% to be paid in cash and 50% to be paid in shares of Teledyne Common Stock. Representatives of Goldman Sachs emphasized that the FLIR Board believed Teledyne would be able to increase its offer price after reviewing FLIR’s business plan and forecast. During this call, the Goldman Sachs representatives informed Mr. VanWees that FLIR had previously been contacted by a

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third party regarding a potential strategic transaction and that FLIR would continue discussions with that party and also conduct a pre-signing “market check” with a limited number of potential purchasers.

During this conversation and a follow-up communication, Mr. VanWees informed representatives of Goldman Sachs that Teledyne would not move forward with its proposal if FLIR contacted any other parties regarding a potential strategic transaction.

Between December 11, 2020 and 14, 2020, Dr. Mehrabian called individual Teledyne Board members (other than Mr. Smith) to update them on the status of the proposed transaction with FLIR and to communicate that further discussion of the proposed transaction would occur at the regularly scheduled meeting of the Teledyne Board on December 15, 2020.

On December 12, 2020, representatives of Goldman Sachs had multiple telephone discussions with Mr. Lewis regarding Teledyne’s response to FLIR’s plans to contact other parties regarding a potential strategic transaction. They agreed to discuss further with members of FLIR’s management team and representatives of Hogan Lovells.

On December 12, 2020, Mr. Lewis, the executive officers of FLIR and representatives of Goldman Sachs and Hogan Lovells met via video conference to discuss Teledyne’s response, including that Teledyne would not move forward with its proposal if FLIR contacted any other parties regarding a potential strategic transaction. The representatives of Goldman Sachs discussed the other potential parties that might be interested in pursuing a strategic transaction with FLIR. A discussion ensued regarding the likelihood of any of the other potential parties having both the financial ability and the interest in making an acquisition proposal at a price higher than Teledyne’s $55.00 per share proposal. Representatives of Hogan Lovells advised on the potential transaction agreement terms and the ability of an interested party to submit an acquisition proposal after signing. After further discussion, Mr. Lewis directed representatives of Goldman Sachs to continue discussions with Mr. VanWees with respect to a potential transaction but instructed representatives of Goldman Sachs to inform Mr. VanWees that the FLIR Board was not likely to be willing to forego a pre-signing market check unless Teledyne increased its offer price and agreed to other FLIR-favorable deal protection terms in the merger agreement, such as a “below market” termination fee that would be payable in the event that the FLIR Board determined to accept a superior proposal after signing the definitive transaction agreement.

Later on December 12, 2020, representatives of Goldman Sachs telephoned Mr. VanWees. The representatives of Goldman Sachs relayed that Mr. Lewis and members of FLIR’s management team had met and authorized continued discussions between FLIR and Teledyne. The representatives of Goldman Sachs also relayed that the FLIR Board was not likely to be willing to forgo a pre-signing market check unless Teledyne increased the $55.00 per share offer price and agreed to FLIR-favorable deal protection terms in any definitive transaction agreement, including a “below market” termination fee. In response, Mr. VanWees indicated Teledyne’s preference for market-based deal protection and termination fee terms. After this telephone conference, on December 12, 2020, FLIR through its representatives delivered to Teledyne a draft mutual confidentiality agreement pursuant to which the parties could share confidential information and representatives of Teledyne delivered to representatives of FLIR a priority information request list, which included questions regarding finance, tax, legal, regulatory and compliance matters.

On December 13, 2020, Teledyne contacted McGuireWoods LLP (“McGuireWoods”), Teledyne’s outside legal counsel, to review the mutual confidentiality agreement with respect to the evaluation of the proposed transaction.

On December 14, 2020, representatives of Goldman Sachs had a telephone conference with Mr. VanWees to discuss the due diligence process, including the priority information request list which Teledyne indicated was necessary for Teledyne to consider improving its proposal.

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From December 14, 2020 through December 18, 2020, representatives of FLIR and Teledyne held numerous telephone conferences to discuss the priority information request list from Teledyne regarding finance, tax, legal, regulatory and compliance matters.

On December 14, 2020, FLIR and Teledyne entered into a mutual confidentiality agreement with customary standstill provisions. Other than this mutual confidentiality agreement, FLIR did not enter into any confidentiality or standstill agreements with any potential counterparties to a potential strategic transaction with FLIR, including Company A, in connection with the consideration of strategic options described herein.

On December 15, 2020, Mr. Cannon spoke to the representative of Company A by telephone and discussed the information request that the representative of Company A previously delivered to Mr. Cannon. Mr. Cannon pointed out that much of the information requested about FLIR was publicly available and informed the representative that FLIR was unwilling to provide the detailed confidential information otherwise requested by Company A at this time. The representative of Company A acknowledged that much of the information requested was publicly available but explained that Company A was trying to gain a better understanding of FLIR’s business and reiterated his belief that there could be an opportunity for a possible collaboration or business combination between FLIR and Company A in the future. The representative of Company A indicated that he would keep in touch with Mr. Cannon.

Later on December 15, 2020, at a special meeting of the FLIR Board at which members of FLIR’s management team and representatives of Goldman Sachs and Hogan Lovells were present, the FLIR Board received an update on the discussions with Teledyne, including that Teledyne had stated that it would not move forward if FLIR contacted other potential parties. Representatives of Goldman Sachs and FLIR discussed the potential parties and the judgment of the representatives of Goldman Sachs, based on the circumstances of each potential party, regarding the likelihood that each such potential party would be interested in making an acquisition proposal at a greater price than Teledyne’s $55.00 per share proposal. Representatives of Hogan Lovells advised on the potential transaction agreement terms and the ability of an interested party to submit an acquisition proposal after signing. Members of FLIR’s management team provided an update on the priority request list received from Teledyne that Teledyne indicated was necessary to consider increasing its offer price, and the status of FLIR’s response to such request. Mr. Cannon also updated the FLIR Board on his most recent conversation with the representative of Company A and Mr. Cannon’s view, based on that conversation, that Company A had not done very much work to understand FLIR’s business and thus was not in a position to make a proposal to acquire FLIR. Representatives of Goldman Sachs and Hogan Lovells and members of FLIR’s management team responded to questions from the FLIR Board.

On December 15, 2020, at a regular meeting of the Teledyne Board, the Teledyne Board authorized Teledyne management to proceed with due diligence in connection with the proposed transaction with FLIR.

On December 17, 2020, Mr. Smith forwarded to Dr. Mehrabian an email that had attached to it a recent article on opportunities for FLIR sensors in the autonomous vehicle market in the event that Dr. Mehrabian had not seen the article. In doing so, Mr. Smith unwittingly also shared an email exchange among the FLIR Board members, which included commentary from Mr. Cannon on the U.S. Air Force program of record opportunity he believed FLIR would not win, and also noted that, as previously announced, FLIR had won the much larger U.S. Army version of such program.

Between December 17 and 18, 2020, representatives of FLIR, Goldman Sachs and Hogan Lovells had multiple discussions with representatives of Teledyne and McGuireWoods to address Teledyne’s priority information request.

On December 21, 2020, representatives of Teledyne delivered to representatives of FLIR an additional priority information request list, which included questions regarding tax, legal, regulatory, compliance and human resources matters.

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Also on December 21, 2020, Teledyne engaged McGuireWoods as its legal counsel on the proposed transaction. On December 22, 2020, Teledyne engaged Evercore to act as its financial advisor in connection with the proposed transaction.

On December 22, 2020, at a special meeting of the FLIR Board at which members of FLIR’s management team and representatives of Goldman Sachs and Hogan Lovells were present, the FLIR Board received an update on the discussions with Teledyne, and members of FLIR’s management team discussed the additional priority information request list received from Teledyne. The FLIR Board and members of FLIR’s management team discussed the likelihood of other potential parties making an acquisition proposal at a higher price than Teledyne’s $55.00 per share proposal. The FLIR Board discussed Mr. VanWees’s statement that Teledyne would withdraw its proposal if FLIR reached out to other potential parties that might be interested in pursuing a strategic transaction with FLIR. After this discussion, and in light of Mr. VanWees’s statement, the FLIR Board decided that the risk that Teledyne would withdraw its proposal if FLIR reached out to other potential parties outweighed the potential benefit of contacting other potential parties. The FLIR Board, members of FLIR’s management team and representatives of Goldman Sachs and Hogan Lovells discussed potential counterproposals which would not involve rejecting Teledyne’s $55.00 per share proposal, but could possibly either secure certain important non-price transaction terms for FLIR or result in a further increase in price. The FLIR Board directed representatives of Goldman Sachs to continue negotiations with Teledyne and propose an increased price of $57.00 per share in return for FLIR not contacting other potential strategic buyers.

Also on December 22, 2020, Stephen F. Blackwood, Senior Vice President and Treasurer of Teledyne, discussed potential bridge facility terms (and take out process) with representatives of Bank of America, N.A. Mr. Blackwood advised Bank of America, N.A. of the size of the proposed transaction, anticipated debt leverage, the credit rating process and the hypothetical financial profile of the combined entity.

On December 22, 2020, representatives of Goldman Sachs had a telephone discussion with Mr. VanWees to inform him of the FLIR Board’s counterproposal of $57.00 per share in return for FLIR not contacting other potential strategic buyers. Mr. VanWees informed the Goldman Sachs representatives that it was unlikely that Teledyne would accept the counterproposal, but that they could potentially offer $56.00 per share.

Later on December 22, 2020, representatives of Goldman Sachs had another telephone discussion with Mr. VanWees during which Mr. VanWees confirmed that Teledyne would increase its offer price to $56.00 per share and indicated that Teledyne did not have any room to move higher. The increased offer price of $56.00 per share represented a premium of approximately 35% over FLIR’s closing share price on December 22, 2020. The parties also discussed the status of Teledyne’s high priority diligence items and Mr. VanWees indicated that Teledyne’s counsel would begin drafting a definitive transaction agreement.

On December 23, 2020, Mr. VanWees conveyed to a representative of Goldman Sachs Teledyne’s concern that the approximate 6.6% increase in the trading price of FLIR Common Stock and the increase in trading volume that occurred on December 23, 2020 may have been due to a leak about a potential acquisition of FLIR and as a result Teledyne wanted to accelerate the timetable for due diligence and transaction negotiations in order to sign a definitive transaction agreement no later than January 4, 2021.

Also on December 23, 2020, FLIR provided Teledyne access to its virtual data room and delivered priority questions with respect to FLIR’s reverse due diligence of Teledyne.

On December 24, 2020, at a special meeting of the FLIR Board at which members of FLIR’s management team and representatives of Goldman Sachs and Hogan Lovells were present, representatives of Goldman Sachs provided the FLIR Board with an update on the discussions with Teledyne, including the increased offer price of $56.00 per share, Teledyne’s indication that it did not have any room to move higher on price and Teledyne’s proposed timing for signing a definitive transaction agreement. The FLIR Board then discussed the merits of and risks related to a transaction with Teledyne, including the benefits to stockholders of receiving $56.00 per share

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in cash and shares of Teledyne Common Stock. The FLIR Board also discussed the negotiations with Teledyne that had occurred to date and the FLIR Board’s view that Teledyne was unwilling to further increase its offer price. Representatives of Goldman Sachs reviewed its preliminary financial analyses of FLIR, Teledyne and Teledyne’s $56.00 per share proposal. Representatives of Goldman Sachs and Hogan Lovells and members of FLIR’s management team responded to questions from the FLIR Board. The FLIR Board directed management to proceed with a potential transaction with Teledyne without a pre-signing market check based on the increased offer price of $56.00 per share. The FLIR Board instructed representatives of Goldman Sachs and Hogan Lovells to negotiate for favorable terms in the definitive transaction agreement.

On December 24, 2020, representatives of each of FLIR and Teledyne had multiple telephone calls to discuss diligence matters, site visits and required regulatory filings.

On December 26, 2020, representatives of McGuireWoods sent an initial draft of the merger agreement to representatives of Hogan Lovells. The initial draft of the merger agreement provided for, among other things, a termination fee in an amount equal to 3.75% of the equity value of FLIR at the transaction price payable by FLIR in certain circumstances and no reverse termination fee.

From December 27, 2020 through January 3, 2021, representatives of FLIR and Teledyne held numerous telephone conferences to discuss due diligence matters regarding finance, accounting, legal, contracts, regulatory and compliance, operations and human resources.

On December 28, 2020, representatives of each of McGuireWoods, Teledyne, FLIR and Hogan Lovells held a telephone conference to discuss the initial draft merger agreement.

On December 29, 30, and 31, 2020 and January 1, 2, and 3, 2021, representatives of Hogan Lovells and McGuireWoods exchanged revised drafts of the merger agreement. During this time, the parties held numerous telephone conferences to discuss the drafts of the merger agreement and negotiate, among other things, the circumstances under which FLIR could entertain third-party acquisition offers prior to the closing of the Mergers, the circumstances under which either the FLIR Board or the Teledyne Board could change their recommendations to their respective shareholders that they approve the FLIR Merger Proposal (in the case of FLIR) or the Share Issuance Proposal (in the case of Teledyne), the amounts and triggers of the termination fee payable by FLIR and the reverse termination fee payable by Teledyne if the Merger Agreement is terminated under certain circumstances, FLIR’s ability to issue dividends prior to the closing of the Mergers, FLIR’s ability to issue new equity awards prior to the closing of the Mergers and the treatment of such equity awards in the Mergers, FLIR’s ability to pay retention awards to personnel of FLIR and its subsidiaries and the aggregate amount of such awards, the circumstances under which Teledyne could be required to make divestitures in order to obtain antitrust regulatory approval for the Mergers and the scope of the operating covenants that would be applicable to each of FLIR and Teledyne prior to the closing of the Mergers.

On December 30, 2020, representatives of Goldman Sachs and Hogan Lovells with members of FLIR’s management team present provided Mr. Lewis, Mr. Angus Macdonald, Chair of the Audit Committee of the FLIR Board, Mr. Steven E. Wynne, Chair of the Corporate Governance Committee of the FLIR Board and the Ethics & Compliance Committee of the FLIR Board, and Ms. Catherine Halligan, Chair of the Compensation Committee of the FLIR Board, with an update on the proposed transaction with Teledyne and status of negotiations on the draft merger agreement. Representatives of Goldman Sachs and Hogan Lovells responded to questions from the FLIR directors.

On January 1, 2021, representatives of Teledyne visited FLIR’s facilities in Täby, Sweden; Goleta, California; Billerica, Massachusetts; Chelmsford, Massachusetts; Wilsonville, Oregon; and Waterloo, Ontario, Canada.

On January 1, 2021, Goldman Sachs provided a letter to Ms. Galindo, as General Counsel and Secretary of FLIR, confirming that in the two years preceding the date of the letter, the Investment Banking Division of

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Goldman Sachs had not been engaged by Teledyne or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs had recognized compensation and confirmed that nothing would limit Goldman Sachs’s ability to fulfill its potential responsibilities as financial advisor to FLIR in connection with a contemplated engagement of Goldman Sachs as financial advisor in connection with the proposed transaction.

On January 2, 2021, at a special meeting of the FLIR Board at which members of FLIR’s management team and representatives of Goldman Sachs and Hogan Lovells were present, the FLIR Board received an update on the status of the proposed transaction with Teledyne. Representatives of Goldman Sachs reviewed Goldman Sachs’s preliminary financial analyses of FLIR, Teledyne and Teledyne’s $56.00 per share proposal. Representatives of Hogan Lovells provided an update on the status of the draft merger agreement and provided a summary of the material terms of the draft merger agreement. Ms. Galindo, Ms. Lowe and Ms. Paula Cooney, Senior Vice President and Chief Human Resources Officer of FLIR, reported on the status of reverse due diligence efforts on Teledyne. Ms. Cooney also discussed the plan for the various merger-related communications. Representatives of Goldman Sachs and Hogan Lovells and members of FLIR’s management team responded to questions from the FLIR Board.

Also on January 2, 2021, at a special meeting of the Teledyne Board at which representatives of Evercore and McGuireWoods were present, Melanie Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary of Teledyne, reviewed the fiduciary duties of the Teledyne directors in connection with the proposed transaction. Prior to the meeting, the Teledyne Board was provided with a summary of the material terms of the proposed transaction, including the form, terms, and provisions of the Commitment Letter. At the meeting, members of Teledyne’s management team reviewed the material terms of the proposed Merger Agreement. Representatives of Evercore reviewed Evercore’s preliminary financial analyses with respect to the Mergers. Also at this meeting, the Teledyne Board reviewed the disclosure statement previously provided by Evercore to the Teledyne Board on December 30, 2020, which disclosure statement indicated that there were no prior or current engagements or relationships between Evercore and FLIR during the prior two-year period in connection with the Mergers. The Teledyne Board formed the Teledyne Transaction Committee consisting of Kenneth C. Dahlberg and Roxanne S. Austin for the purpose of (i) receiving and reviewing the fairness opinion from Evercore on behalf of the Teledyne Board and (ii) reviewing and approving the final form of the Merger Agreement. The Teledyne Board then approved (x) the Commitment Letter and other financing documentation, (y) an amendment to the exclusive forum provision in the Teledyne Bylaws and (z) subject to the receipt and review of the Evercore opinion and the review and approval of the final Merger Agreement by the Teledyne Transaction Committee, the Merger Agreement, the Mergers, the Share Issuance and the other transactions contemplated by the Merger Agreement. For further information concerning the factors considered by the Teledyne Board in reaching its decision to approve the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement, including the Share Issuance, see “The Mergers—Teledyne’s Reasons for the Mergers; Recommendation of the Teledyne Board of Directors.”

On January 3, 2021, at a special meeting of the FLIR Board at which members of FLIR’s management team and representatives of Goldman Sachs and Hogan Lovells were present, representatives of Goldman Sachs reviewed Goldman Sachs’s financial analyses of FLIR, Teledyne and Teledyne’s $56.00 per share proposal. At the request of the FLIR Board, representatives of Goldman Sachs rendered its oral opinion, confirmed by delivery of a written opinion dated January 4, 2021, to the FLIR Board to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered, and limitations and qualifications on the review undertaken in such opinion, the $56.00 per share to be received by the holders of FLIR common stock (other than Teledyne and its affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The opinion of Goldman Sachs is more fully described in the section titled “The Mergers—Opinion of FLIR’s Financial Advisor.” Representatives of Hogan Lovells reviewed the terms of the proposed Merger Agreement, with a particular focus on the terms relating to FLIR’s representations and warranties, interim operating covenants, the “no-shop” and “fiduciary out” provisions, efforts to secure antitrust approvals, financing, closing conditions, termination fees and termination rights, and the negotiations over those terms, and reviewed the FLIR Board’s fiduciary duties. The FLIR Board discussed the terms of the

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proposed Merger Agreement, including that the FLIR Board could entertain certain unsolicited third-party proposals following the execution and announcement of the Merger Agreement and that a $250 million termination fee, representing approximately 3.4% of the equity value of FLIR, would be payable in certain circumstances, including in the event the FLIR Board were to pursue, subject to the terms and conditions of the Merger Agreement, an alternative proposal that was viewed by the FLIR Board as superior to the merger with Teledyne. Representatives of Goldman Sachs and Hogan Lovells and members of FLIR’s management team responded to questions from the FLIR Board. For further information concerning the factors considered by the FLIR Board in reaching its decision to approve the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement, see “The Mergers—FLIR’s Reasons for the Mergers; Recommendation of the FLIR Board of Directors.”

Following consideration of the matters discussed during the course of the FLIR Board meeting, the FLIR Board (i) determined that it was fair to, advisable and in the best interests of FLIR and its stockholders for FLIR to enter into the Merger Agreement and effect the Mergers and other transactions contemplated thereby, (ii) authorized, approved and adopted the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby (including the Mergers) on behalf of FLIR, (iii) directed that the FLIR Merger Proposal, the FLIR Advisory Executive Compensation Proposal and the FLIR Adjournment Proposal be submitted to the FLIR stockholders for consideration, and (iv) recommended that FLIR stockholders vote in favor of such proposals.

At 12:01 a.m. Eastern Time on January 4, 2021, the Teledyne Transaction Committee held a meeting to receive and review the Evercore fairness opinion and approve and authorize the final terms of the Merger Agreement. At this meeting, Evercore reviewed Evercore’s financial analysis of the merger consideration and delivered its opinion to the Teledyne Board to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and matters described in Evercore’s opinion, the merger consideration of $28.00 in cash and 0.0718 shares of Teledyne Common Stock to be paid to the holders of FLIR Common Stock in the Mergers was fair, from a financial point of view, to Teledyne. The opinion of Evercore is more fully described in the section titled “The Mergers—Opinion of Teledyne’s Financial Advisor.” Following receipt of Evercore’s opinion, the Teledyne Transaction Committee reviewed changes in the key terms of the principal transaction agreements since the meeting of the Teledyne Board on January 2, 2021 and approved the Merger Agreement and the transactions contemplated thereby.

On January 4, 2021, FLIR and Teledyne executed the Merger Agreement. On the morning of January 4, 2021, prior to the commencement of trading on NASDAQ and the NYSE, FLIR and Teledyne issued a joint press release announcing their execution of the Merger Agreement.

Certain Relationships between Teledyne and FLIR

Teledyne, FLIR and their respective affiliates sometimes engage in transactions and enter into agreements with each other in the ordinary course of business. No such transaction occurring in Teledyne’s 2020 fiscal year, or the two prior fiscal years, had a value in excess of 1% of either party’s consolidated revenues for the calendar year in which such transaction occurred, nor did all such transactions in the aggregate have a cumulative value in excess of 1% of either party’s consolidated revenues, for the fiscal year in which such transactions occurred. Except as described in this joint proxy statement/prospectus, there are and have been no past, present or proposed material contracts, arrangements, understandings, relationships, negotiations or transactions during the current fiscal years of Teledyne and FLIR or the five immediately preceding fiscal years of Teledyne and FLIR, between Teledyne or its affiliates, on the one hand, and FLIR or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer for or other acquisition of securities, the election of directors, or the sale or other transfer of a material amount of assets.

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Teledyne’s Reasons for the Mergers; Recommendation of the Teledyne Board of Directors

At a meeting held on January 2, 2021, the Teledyne Board reviewed and considered the proposed Mergers with the assistance of Teledyne’s management, as well as with Teledyne’s legal and financial advisors. With one director, Michael T. Smith, who also serves on the FLIR Board, absenting himself from the meeting, the Teledyne Board approved the execution of the Merger Agreement, taking into consideration a number of substantive factors, both positive and negative, and potential benefits and detriments of the Mergers to Teledyne and its stockholders.

Accordingly, the Teledyne Board recommends that Teledyne stockholders vote “FOR” the Teledyne Share Issuance Proposal and “FOR” the Teledyne Adjournment Proposal.

In making its determination, the Teledyne Board focused on, among other things, the following material factors (not necessarily in order of relative importance):

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The Teledyne Board also considered potential risks, uncertainties and other factors weighing negatively against the transactions contemplated by the Merger Agreement (including the Mergers and the Share Issuance), including, but not limited to, those set forth below:

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The foregoing discussion of the information and factors considered by the Teledyne Board is not intended to be exhaustive, but rather is meant to include the material factors that the Teledyne Board considered. In view of

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the wide variety of factors considered in connection with its evaluation of the Mergers and the complexity of these matters, the Teledyne Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the Teledyne Board based its approval on an overall review and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual directors may have given different weights to different factors.

This explanation of Teledyne’s reasons for the Mergers and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 44 of this joint proxy statement/prospectus.

Unaudited Prospective Financial Information Used by the Teledyne Board of Directors and Teledyne’s Financial Advisor

Teledyne generally does not make public internal projections as to future performance, revenue, earnings or other results, and is especially cautious of making projections for extended periods into the future due to, among other reasons, the unpredictability of the underlying assumptions and estimates.

However, in the course of evaluating the Mergers and negotiating the Merger Agreement, the management of Teledyne prepared certain non-public information, including certain unaudited internal financial forecasts with respect to Teledyne (the “Teledyne Projections”) and certain unaudited projections relating to synergies that it estimated would be achieved as a result of the Mergers for fiscal years 2021 through 2024 (the “Teledyne Management Synergy Projections”), which were provided to the Teledyne Board, Evercore, FLIR and FLIR’s financial advisor in connection with their evaluation of the proposed transactions. In addition, the management of FLIR prepared the FLIR Projections, as defined and more fully described in the section below titled “—Unaudited Prospective Financial Information Used by the FLIR Board of Directors and FLIR’s Financial Advisor”) on page 100 of this joint proxy statement/prospectus, which were provided to Teledyne and Evercore. Teledyne provided the FLIR Projections to the Teledyne Board and Evercore. The Teledyne Board reviewed and approved the use of each of the Teledyne Projections and the FLIR Projections by Evercore for purposes of its financial analyses and fairness opinion.

The Teledyne Projections were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting principles, nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants, for preparation and presentation of projections of prospective financial information. The Teledyne Projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond management’s control. Further, given that the Teledyne Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year beyond their preparation. The assumptions upon which the Teledyne Projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which Teledyne and FLIR operate, and the risks and uncertainties described in the section “Cautionary Statements Regarding Forward-Looking Statements” on page 44 of this joint proxy statement/prospectus all of which are difficult or impossible to predict accurately and many of which are beyond Teledyne’s control.

In the view of Teledyne management, the Teledyne Projections were prepared on a reasonable basis, reflect the best currently available estimates and judgments, and present, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Teledyne and FLIR. However, this information is not fact and should not be relied upon as being necessarily indicative of future

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results. You are cautioned not to place undue reliance on the prospective financial information. Neither Teledyne’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Summary of Certain Financial Projections Prepared by Teledyne

The following table presents the Teledyne Projections consisting of unaudited prospective financial information for fiscal years 2020 through 2027 prepared in connection with the negotiation of the Merger Agreement. Teledyne’s fiscal year is determined based on a 52- or 53-week convention ending on the Sunday nearest to December 31. The Teledyne Projections were reviewed by the Teledyne Board and provided to Evercore and approved for Evercore’s use in connection with its financial analyses and fairness opinion. Teledyne also provided the Teledyne Projections to FLIR in connection with the negotiation of the Merger Agreement.

Teledyne’s management made various assumptions when preparing the Teledyne Projections. These assumptions included estimates of revenue growth and segment operating margins for the Digital Imaging, Instrumentation, Aerospace and Defense Electronics and Engineered Systems Segments. The Teledyne Projections for 2020 and 2021 were derived from Teledyne’s rolling forecast and draft annual business plan, respectively. The Teledyne Projections for 2022 through 2023 were derived from Teledyne’s draft strategic plan. For 2024 through 2027, the Teledyne Projections reflect managements’ forecast based on historical performance, as well as anticipated general business and economic conditions. The aggregate projected compounded annual growth rate (CAGR) from 2019 actual revenue through 2027 was 4.6% and comprised of the following: Digital Imaging, 6.9%; Instrumentation, 3.7%; Aerospace and Defense Electronics, 1.3%; and Engineered Systems, 5.6%. Growth in Digital Imaging was expected due, in part, to greater than average growth in MEMS products, space-based imaging sensors, and industrial and scientific vision systems. Revenue in Instrumentation was expected to result from greater than average growth in sales of environmental and electronic test & measurement instrumentation and lower growth in revenue from marine instrumentation. Slow growth in sales of Aerospace and Defense Electronics largely was expected to result from a contraction of sales in the commercial aerospace market in 2020 followed by a slow recovery. Revenue growth in Engineered Systems was expected to result from a strong performance in 2020, slower growth in 2021 given the end-of-life of one product family, followed by greater than average growth in marine, nuclear and other manufacturing programs. Total operating margin was expected to improve in all periods given increased sales, significant cost reductions and facility consolidations which occurred in 2020, as well as continued margin improvement efforts.

Certain of the measures included in the Teledyne Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Teledyne may not be comparable to similarly titled amounts used by other companies. Financial measures provided to a financial advisor in connection with a business combination transaction are excluded from the definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Teledyne Board, the FLIR Board, Evercore or Goldman Sachs in connection with the Mergers. Accordingly, Teledyne has not provided a reconciliation of these financial measures. Additionally, Teledyne is unable to provide such a reconciliation for prospective periods because it is unable to reasonably predict certain items contained in the GAAP financial measures, including non-recurring and infrequent items that are not indicative of ongoing operations, due to the unknown effect, timing and potential significance of certain income statement items.

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Teledyne Management Synergy Projections

In connection with the negotiations regarding the Merger Agreement, Teledyne management also prepared the Teledyne Management Synergy Projections.

In calculating estimated synergies, Teledyne’s management made assumptions with respect to the near-term elimination of public-company costs and commensurate overhead expenses. In future periods, synergies were expected to result from integration of business development, marketing, research and development and procurement expenses, as well as consolidation of a number of regional manufacturing and sales and service locations among Teledyne and FLIR. Furthermore, Teledyne expected to achieve savings upon integration of compliance programs.

The following table presents a summary of the Teledyne Management Synergy Projections consisting of cost savings as follows: