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Insider threat programmes started with counter-espionage cases in the government. Today, insider threat programmes have become a more common practice in all industries, as companies understand the risks associated with not having one. To build a programme, you must first understand what an insider threat is. An insider threat is an employee, contractor, visitor or other insider who have been granted physical or logical access to a company that can cause extensive damage. Damage ranges from emotional or physical injury, to personnel, financial and reputational loss to data loss/manipulation or destruction of assets. Financial and confidential information While malicious insiders only make up 22% of the threats, they have the most impact on an organisation Most threats are derived from the accidental insider. For example, it’s the person who is working on a competitive sales pitch on an airplane and is plugging in financial and confidential information. They are working hard, yet their company’s information is exposed to everyone around them. Another type of insider, the compromised insider, is the person who accidentally downloaded malware when clicking on a fake, urgent email, exposing their information. Malicious insiders cause the greatest concerns. These are the rogue employees who may feel threatened. They may turn violent or take action to damage the company. Or you have the criminal actor employees who are truly malicious and have been hired or bribed by another company to gather intel. Their goal is to gather data and assets to cause damage for a specific purpose. While malicious insiders only make up 22% of the threats, they have the most impact on an organisation. They can cause brand and financial damage, along with physical and mental damage. Insider threat programme Once you determine you need an insider threat programme, you need to build a business case and support it with requirements. Depending on your industry, you can start with regulatory requirements such as HIPAA, NERC CIP, PCI, etc. Talk to your regulator and get their input. Everyone needs to be onboard, understand the intricacies of enacting a programme Next, get a top to bottom risk assessment to learn your organisation’s risks. A risk assessment will help you prioritise your risks and provide recommendations about what you need to include in your programme. Begin by meeting with senior leadership, including your CEO to discuss expectations. Creating an insider threat programme will change the company culture, and the CEO must understand the gravity of his/her decision before moving forward. Everyone needs to be onboard, understand the intricacies of enacting a programme and support it before its implemented. Determining the level of monitoring The size and complexity of your company will determine the type of programme needed. One size does not fit all. It will determine what technologies are required and how much personnel is needed to execute the programme. The company must determine what level of monitoring is needed to meet their goals. After the leadership team decides, form a steering committee that includes someone from legal, HR and IT. Other departments can join as necessary. This team sets up the structure, lays out the plan, determines the budget and what type of technologies are needed. For small companies, the best value is education. Educate your employees about the programme, build the culture and promote awareness. Teach employees about the behaviours you are looking for and how to report them. Behavioural analysis software Every company is different and you need to determine what will gain employee support The steering committee will need to decide what is out of scope. Every company is different and you need to determine what will gain employee support. The tools put in place cannot monitor employee productivity (web surfing). That is out of scope and will disrupt the company culture. What technology does your organisation need to detect insider threats? Organisations need software solutions that monitor, aggregate and analyse data to identify potential threats. Behavioural analysis software looks at patterns of behaviour and identifies anomalies. Use business intelligence/data analytics solutions to solve this challenge. This solution learns the normal behaviour of people and notifies security staff when behaviour changes. This is done by setting a set risk score. Once the score crosses a determined threshold, an alert is triggered. Case and incident management tools Predictive analytics technology reviews behaviours and identifies sensitive areas of companies (pharmacies, server rooms) or files (HR, finance, development). If it sees anomalous behaviour, it can predict behaviours. It can determine if someone is going to take data. It helps companies take steps to get ahead of bad behaviour. If an employee sends hostile emails, they are picked up and an alert is triggered User sentiment detection software can work in real time. If an employee sends hostile emails, they are picked up and an alert is triggered. The SOC and HR are notified and security dispatched. Depending on how a company has this process set-up, it could potentially save lives. Now that your organisation has all this data, how do you pull it together? Case and incident management tools can pool data points and create threat dashboards. Cyber detection system with access control An integrated security system is recommended to be successful. It will eliminate bubbles and share data to see real-time patterns. If HR, security and compliance departments are doing investigations, they can consolidate systems into the same tool to have better data aggregation. Companies can link their IT/cyber detection system with access control. Deploying a true, integrated, open system provides a better insider threat programme. Big companies should invest in trained counterintelligence investigators to operate the programme. They can help identify the sensitive areas, identify who the people are that have the most access to them, or are in a position to do the greatest amount of harm to the company and who to put mitigation plans around to protect them. They also run the investigations. Potential risky behaviour Using the right technology along with thorough processes will result in a successful programme You need to detect which individuals are interacting with information systems that pose the greatest potential risk. You need to rapidly and thoroughly understand the user’s potential risky behaviour and the context around it. Context is important. You need to decide what to investigate and make it clear to employees. Otherwise you will create a negative culture at your company. Develop a security-aware culture. Involve the crowd. Get an app so if someone sees something they can say something. IT should not run the insider threat programme. IT is the most privileged department in an organisation. If something goes wrong with an IT person, they have the most ability to do harm and cover their tracks. They need to be an important partner, but don’t let them have ownership and don’t let their administrators have access. Educating your employees and creating a positive culture around an insider threat programme takes time and patience. Using the right technology along with thorough processes will result in a successful programme. It’s okay to start small and build.
Today, the world is connected like never before. Your watch is connected to your phone, which is connected to your tablet and so on. As we’ve begun to embrace this ‘smart’ lifestyle, what we’re really embracing is the integration of systems. Why do we connect our devices? The simplest answer is that it makes life easier. But, if that’s the case, why stop at our own personal devices? Connection, when applied to a business’ operations, is no different: it lowers effort and expedites decision making. Integrating security systems Systems integration takes the idea of connected devices and applies it to an enterprise Systems integration takes the idea of connected devices and applies it to an enterprise, bringing disparate subcomponents into a single ecosystem. This could mean adding a new, overarching system to pull and collect data from existing subsystems, or adapting an existing system to serve as a data collection hub. Regardless of the method, the purpose is to create a single, unified view. Ultimately, it’s about simplifying processes, gaining actionable insights into operations and facilitating efficient decision-making. Although integration is becoming the new norm in other areas of life, businesses often opt out of integrating security systems because of misconceptions about the time and resources required to successfully make the change. So, instead of a streamlined operation, the various security systems and devices are siloed, not communicating with each other and typically being run by different teams within an organisation. Time-intensive process When systems are not integrated, companies face a wide range of risks driven by a lack of transparency and information sharing, including actual loss of property or assets. For example, a team in charge of access control is alerted to a door being opened in the middle of the night but can’t see what exactly is taking place through video surveillance. Without integrated systems they have no way of knowing if it was a burglar, an equipment malfunction or a gust of wind. Without integration between systems and teams, the ability to quickly put the right pieces in front of decision makers is missing. Instead, the team would have to go back and manually look for footage that corresponds with the time a door was open to figure out which door it was, who opened it and what happened after, which can be a time-intensive process. Integrating access control and surveillance systems Theft and vandalism occur quickly, meaning systems and users must work faster in order to prevent it This slowed response time adds risk to the system. Theft and vandalism occur quickly, meaning systems and users must work faster in order to prevent it. Security systems can do more than communicate that theft or vandalism occurred. Properly integrated, these systems alert users of pre-incident indicators before an event happens or deter events altogether. This gives teams and decision makers more time to make effective decisions. Integrating access control and surveillance systems allows for a more proactive approach. If a door is opened when it’s not supposed to be, an integrated system enables users to quickly see what door was opened, who opened it and make a quick decision. Integrated solutions are more effective, more efficient and help drive cost-saving decisions. Ideally, companies should establish integrated solutions from the start of operations. This allows companies to anticipate problems and adjust accordingly instead of reacting after an incident has occurred. Security camera system Although starting from the beginning is the best way to ensure comprehensive security, many companies have existing security systems, requiring integration and implementation to bring them together. Typically, companies with established security systems worry about the impact to infrastructure requirements. Is additional infrastructure necessary? How and where should it be added? What financial or human resources are required? These concerns drive a mentality that the benefits gained from an integrated solution aren’t worth the costs of implementation. Thankfully, this is becoming less of a problem as security providers, like Twenty20™ Solutions, work to offer adaptable solutions. With flexible options, operators don’t worry about adding or replacing infrastructure to align with a provider’s model. This allows users to monitor camera footage and gate traffic from one system If a company has an existing security camera system, but identifies a need for access control, a modern integrated solution provider can supply the gates for access points and equip the gates and cameras with the technology to connect the two. This allows users to monitor camera footage and gate traffic from one system. This model also spares operators additional costs by using a sole vendor for supplemental needs. Overall management of security While a single, unified system is beneficial for cost saving, it can also help the overall management of security. The ability to view all operating systems in one dashboard allows security personnel to manage a site from any location, reducing the expense and effort required to manage a system. The mobile world today means security directors no longer need to be in a centralised operations center to see alerts and make decisions. This simplifies processes by allowing users to quickly see an alert, pull up a camera, delete a user or check an access log from a phone. Modern networks are secure and accessible to those with permissions, without requiring those users to be physically present. Consolidating security systems is the first step companies can take toward streamlining work, information and costs. The next step is integrating all sites, both remote and on-grid. Energy and communication technology The integration of sites and systems turns mountains of data and information into actionable intelligence Traditional methods demanded two systems: one for on-grid facilities and another for off-grid locations. With advancements in energy and communication technology, the need for multiple systems is gone. Data from remote sites can be safely and securely fed into an existing system. These remote locations may gather, distribute and manage data in a different manner than a connected system due to the cost of transmission via remote connections (i.e., cellular or satellite connection). The end result, however, is a consistent and holistic view of operations for the decision maker. The integration of sites and systems turns mountains of data and information into actionable intelligence. With connected devices monitoring occurrences at individual sites, as well as events across locations, the data tells a story that is unhindered by operational silos or physical space. Identifying patterns and trends Instead of providing 10 hours-worth of footage that may or may not be relevant, system analytics can provide users with the specific set of information they need. Incidents once discarded as ‘one-off’ events can now be analysed and data-mapped to identify patterns and trends, directing future resources to the most critical areas first. Consumers are increasingly expecting everything they need to be right where they need it – and businesses are right behind them. The current generation of security professionals are increasingly expecting the simplicity of their everyday personal tasks to be mirrored in enterprise systems, which means giving them the ability to see what matters in one place. A unified system can provide just that, a single view to help simplify processes, promote cost saving and accelerate decision making.
Artificial intelligence (AI) is improving everyday solutions, driving efficiency in ways we never imagined possible. From self-driving cars to intelligent analytics, the far-reaching impacts of Deep Learning-based technology empower human operators to achieve results more effectively while investing fewer resources and less time. By introducing AI, solutions are not merely powered by data, but they also generate valuable intelligence. Systems which were once leveraged for a narrow, dedicated purpose, can suddenly be engaged broadly across an organisation, because the previously under-utilised data can be harnessed for enhancing productivity and performance. Video analytics software When it comes to physical security, for instance, video surveillance is a standard solution. Yet, by introducing AI-driven video analytics software, video data can be leveraged as intelligence in previously inaccessible ways. Here are some examples of how diverse organisations are using AI-based video intelligence solutions to enhance security and performance with searchable, actionable and quantifiable insights. The video intelligence software processes and analyses video to detect all the people and objects that appear Law enforcement relies on video surveillance infrastructure for extracting investigation evidence and monitoring people and spaces. Instead of manual video review and live surveillance – which is prone to human error and distraction – police can harness video content analysis to accelerate video investigations, enhance situational awareness, streamline real-time response, identify suspicious individuals and recognise patterns and anomalies in video. The video intelligence software processes and analyses video to detect all the people and objects that appear; identify, extract and classify them; and then index them as metadata that can be searched and referenced. Maintaining public safety For law enforcement, the ability to dynamically search video based on granular criteria is critical for filtering out irrelevant details and pinpointing objects of interest, such as suspicious persons or vehicles. Beyond accelerating video evidence review and extraction, police can leverage video analysis to configure sophisticated real-time alerts when people, vehicles or behaviours of interest are detected in video. Instead of actively monitoring video feeds, law enforcement can assess triggered alerts and decide how to respond. In this way, officers can also react faster to emergencies, threats and suspicious activity as it develops. Video analysis empowers cities to harness their video surveillance data as operational intelligence Empowering law enforcement to maintain public safety is important beyond the benefit of increasing security: A city with a reputation for effective, reliable law enforcement and enhanced safety is more likely to attract residents, visitors and new businesses, exponentially driving its economic development. Furthermore, in cities where law enforcement can work productively and quickly, time and human resources can be reallocated to fostering growth and building community. Video surveillance data Video analysis empowers cities to harness their video surveillance data as operational intelligence for optimising city management and infrastructure. When video data is aggregated over time, it can be visualised into dashboards, heatmaps and reports, so operators can identify patterns and more seamlessly detect anomalous behaviour. A city could, for instance, analyse the most accident-prone local intersection and assess the traffic patterns to reveal details such as where cars are dwelling and pedestrians are walking; the directional flows of traffic; and the demographic segmentations of the objects detected: Are cars lingering in no-parking zones? Are pedestrians using designated crosswalks – is there a more logical location for the crosswalk or traffic light? Do vehicles tend to make illegal turns – should police proactively deter this behaviour, or should the city plan new infrastructure that enables vehicles to safely perform these turns? Finally, does the rise in bike traffic warrant implementing dedicated biking lanes? With video intelligence, urban planners can answer these and other questions to facilitate local improvements and high quality of life. By leveraging the video insights about citywide traffic, public transit organisations can make data-driven decisions about scheduling and services Enhancing situational awareness Insight into traffic trends is also critical for transport companies, from public transit services to transportation hubs and airports. By leveraging the video insights about citywide traffic, public transit organisations can make data-driven decisions about scheduling and services. Analysing video surveillance around bus stops, for instance, can help these companies understand the specific hours per day people tend to dwell around bus stops. Correlating this information with transactional data for each bus line, bus schedules can be optimised based on demand for individual bus lines, shortening waiting times for the most popular routes. Similarly, the traffic visualisations and activity heatmaps derived from the video of major transit hubs, such as international airports and central stations, can be beneficial for increasing security, enhancing situational awareness, identifying causes of congestion, improving throughput and efficiency and, ultimately, solving these inefficiencies to provide a streamlined customer experience for travellers. Large education campuses Much like a city, large education campuses have internal transportation services, residential facilities, businesses and law enforcement, and video content analysis can support the campus in intelligently managing each of those business units, while also providing video intelligence to these individual groups. Campus law enforcement can leverage video data to increase situational awareness and public safety Campus law enforcement can leverage video data to increase situational awareness and public safety, driving real-time responses with the ability to make informed assessments and accelerating post-event investigations with access to easily extractable video data. When campuses are expanding or developing additional infrastructure, they can plan new crosswalks, traffic lights, roads, buildings and entrances and exits based on comprehensive video intelligence. By understanding where pedestrians and vehicles dwell, walk, cross or even violate traffic laws, the campus can inform construction projects and traffic optimisation. Countless business operations Finally, the campus can leverage video business intelligence to justify leasing pricing for different retailers across campus, demonstrating property values based on traffic trends that can be correlated with retailer point of sale data. Whether its empowering security, productivity or decision-making, the insights generated by AI-based technology can drive significant optimisation – especially when data is fused and cross-referenced across smart sensors and systems for even deeper intelligence. The campus can leverage video business intelligence to justify leasing pricing for different retailers across campus In the case of AI-backed video analytics, diverse organisations can harness video surveillance impactfully and dynamically. Whereas once video technology investments could be justified for their security value – with the introduction of AI capabilities – procurement teams can evaluate these solutions for countless business operations, because they offer broadly valuable intelligence. And video surveillance and analytics is merely one example of AI-driven solutions’ potential to disrupt business as we know it.
FLIR Systems announces the availability of two premium visible-camera options as part of its full lineup of Quasar™ security cameras. Designed for use in demanding indoor and outdoor environments, the new FLIR Quasar Premium Mini-dome and Quasar Premium bullet deliver the forensic image quality, tight integration, and advanced cybersecurity features required for critical infrastructure sites, remote facilities, or large areas requiring close monitoring. The new Quasar Premium lineup offers the highest quality video surveillance in the product family, delivering optimal performance for forensic review. Extended range performance The FLIR Quasar Premium Mini-dome is available with 5MP HD or 4K Ultra-HD resolutions and the FLIR Quasar Premium bullet series is available with 4MP Quad HD and 4K Ultra-HD resolutions, coupled with a variety of lens options for extended range performance for perimeter security. Both cameras have an SD-card for on-edge recording and redundancy, while also meeting the H.265 video compression standard to minimise network bandwidth and storage space. The versatile FLIR Quasar Premium Mini-dome series is IP66 rated for dust and waterproof protection and can be ceiling- or wall-mounted in minutes. In no-light conditions, the unit can provide up to 40 meters of visibility via on-board near-infrared illumination. Improved three-shutter wide dynamic range (WDR) (130db) offers optimal light balance in scenarios with both light and dark spots. Additional cybersecurity enhancements The FLIR Quasar™ Premium bullet series is also IK10 vandal-proof and designed to be permanently installed The camera has an IK10 vandal-proof rating and is available with an optional smoke bubble accessory used to obscure camera position. The FLIR Quasar™ Premium bullet series is also IK10 vandal-proof and designed to be permanently installed, typically pole-mounted, for video surveillance. It covers up to 60 meters of visibility via on-board near-infrared Illumination and also features three-shutter WDR (130db). The camera is IP67 rated for dustproof and waterproof protection while offering an extended operating temperature range from -40 degrees Celsius to 60 degrees Celsius (-40 degrees to 140 degrees Fahrenheit) for use in extreme conditions. Similar to other Quasar products, the Quasar Premium bullet, and Premium Dome editions are National Defence Authorisation Act (NDAA)-compliant and include industry-standard security protocols and additional cybersecurity enhancements. Reduced bandwidth issues These features include unique protection from log-in attacks, hardware and software authentication, and encrypted communication to help keep facilities safe from cyber threats. They maintain open platform compatibility and can be used with a large variety of third-party VMS solutions or FLIR United VMS. They also include bi-directional audio and operator control of input/output devices for remote monitoring and responding to events. To further lower the cost of ownership and ease of installation, the cameras include the FLIR accessory and mounting ecosystem. The cameras support the 1G network for better streaming and reduced bandwidth issues. Both cameras also include customised video flow options for live and recorded video, including frames-per-second output adjustment and encoding for extra streams. The Quasar Premium bullet and Premium Dome editions are available for purchase globally from FLIR or authorised distributors.
The Insights from the Field series features insight from FLIR experts who recommend, deploy, and use thermal imaging technology every day. FLIR discusses the diverse applications of thermal technology in security, safety, and equipment protection for critical infrastructure. Epidemics and pandemics can leave large enterprises that employ and receive thousands of people vulnerable to widespread infection and business interruptions. Without the right entry protocols in place, an employee who has symptoms of an infectious disease, such as a fever, could enter a facility and put the entire workforce at risk of exposure. Skin temperature screening Elevated Skin Temperature Screening Major businesses are ramping up their workforce safety best practices by deploying FLIR thermal cameras for elevated skin temperature measurement. Registered with the U.S. Food and Drug Administration (FDA), these non-contact thermal cameras measure skin surface temperature at the inner canthus (or corner of a person's eye). FLIR thermal cameras that are engineered for elevated skin temperature screening can achieve accuracies of ±0.3°C FLIR thermal cameras that are engineered for elevated skin temperature screening can achieve accuracies of ±0.3°C (0.5°F) over a temperature measurement range of 15°C to 45°C (59°F to 113°F). This aligns with the U.S. FDA Guidance for Industry and Food and Drug Administration Staff as well as with ISO/TR 13154 specification. FLIR provides an array of cameras for elevated skin temperature screening in multiple form factors—including handheld, tripod mounted, or fixed-mounted—optimised for a variety of application needs. Measuring body temperature Infrared thermography can detect elevated skin temperatures, which may indicate the presence of a fever. When followed by a screening with a medical device designed specifically for measuring body temperature, such as a thermometer, the use of an infrared camera as an adjunctive diagnostic tool may help contain or limit the spread of viral diseases such as bird flu, swine flu, or COVID-19. In the wake of COVID-19, businesses across the critical infrastructure market rapidly adopted thermal cameras for elevated skin temperature screening. In the utilities sector, the Office of Cybersecurity, Energy Security and Emergency Response notes how energy utilities are updating their entry protocols in response to COVID-19. Practices now include wellness questionnaires to check for symptoms as well as temperature checks conducted through tools such as thermal cameras. Screening all patients GM deployed 377 FLIR thermal cameras across 72 sites to help limit the spread of COVID-19 General Motors (GM) is one of the manufacturers of motor vehicles, has over 85,000 employees in the United States, and has some plants that employ 1,000 people in a given shift. In May 2020, GM deployed 377 FLIR thermal cameras across 72 sites to help limit the spread of COVID-19. Healthcare facilities are also installing FLIR solutions; for example, the VA Medical Center in Manchester, New Hampshire deployed FLIR thermal cameras to screen all patients and staff for elevated skin temperature prior to them entering the building. In the transportation sector, Emirates airlines deployed FLIR thermal cameras at departure gates for all U.S. gateways beginning in March 2020. Guests travelling on U.S. bound flights out of the Dubai International Airport are screened for elevated skin temperature. Radiometric thermal cameras As more critical infrastructure organisations deploy thermal cameras for elevated skin temperature screening, they will likely prompt greater long-term adoption and integration of radiometric thermal cameras into the overall security and safety solution. Here’s why. While temperature screening of employees and guests often falls under the purview of Environmental Health and Safety or Occupational Health and Safety teams, not every business has a dedicated EHS or OHS staff. As a result, many organisations are tasking their security teams to vet and implement screening solutions. Security officers as well as security equipment, such as surveillance cameras and metal detectors, are already in place at key entry points in a facility. As a result, many security officers must play a dual role as the frontline personnel required to use handheld or tripod mounted thermal cameras to conduct elevated skin temperature screening. Video surveillance solutions It’s important to use a high-resolution thermal camera for elevated skin temperature screening Adding a thermal camera for elevated skin temperature screening is a logical addition to existing video surveillance solutions. As critical infrastructure businesses shift their attention toward the long-term implementation of thermal cameras for elevated skin temperature screening, there are multiple deployment practices to consider. Here are the a few recommendations from FLIR’s team of experts. Choose a Certified Camera – To ensure optimal reliability and deployment success, choose a thermal camera specifically designed for elevated skin temperature screening with a 510(k) filing (K033967) with the U.S. Food and Drug Administration. When looking to integrate this thermal camera into an existing video management system, make sure the camera is ONVIF-compliant. Other screening standards should be considered including ISO/TR 13154:2017 and IEC 80601-2-59:2017. Select a Camera with High Resolution – It’s important to use a high-resolution thermal camera for elevated skin temperature screening so one can capture the right pixels to yield accurate readings. Delivering consistent measurements Ensure Proper Distance for Screening – Distance matters. Make sure the camera is placed at the manufacturer’s recommended distance away from the individual so the camera can focus. Ensure the camera is stabilised so that the camera will deliver consistent measurements. Place a neutral backdrop a few feet behind the location where the person will be screened, and only screen one person at a time to identify temperature anomalies. It is more susceptible to environmental interferences and more likely to generate measurement errors Measure the Right Spot – While the forehead is easier to quickly screen, it is more susceptible to environmental interferences and more likely to generate measurement errors. Research has shown that the corner of the eye—the region medially adjacent to the inner canthus—provides a more accurate estimate of core body temperature than other areas of skin. Specific skin temperature This is because skin at the canthi is thin (decreasing insulating effects), is less exposed to environmental factors, and is directly over major arteries which increase blood flow and heat transfer. Set an Alarm Threshold – For FLIR cameras with a Screen-EST™ mode, set an alarm upon detection of a specific skin temperature compared against a sample average of temperature value. Because skin temperature can vary multiple degrees throughout the day based on the environment and other factors, FLIR Screen-EST mode gathers temperatures from several individuals to determine an average that can be updated throughout the screening operation. This is a defining feature and capability for the FLIR cameras for elevated skin temperature screening.
Teledyne Technologies Incorporated (“Teledyne”) and FLIR Systems, Inc. (“FLIR”) jointly announced that they have entered into a definitive agreement under which Teledyne will acquire FLIR in a cash and stock transaction valued at approximately $8.0 billion. “FLIR’s commitment to innovation spanning multiple sensing technologies has allowed our company to grow into the multi-billion-dollar company it is today”. Permanent financing Under the terms of the agreement, FLIR stockholders will receive $28.00 per share in cash and 0.0718 shares of Teledyne common stock for each FLIR share, which implies a total purchase price of $56.00 per FLIR share based on Teledyne’s 5-day volume weighted average price. The transaction reflects a 40% premium for FLIR stockholders based on FLIR’s 30-day volume weighted average price. Net leverage at closing is expected to be 4.0x adjusted pro forma EBITDA with leverage declining to less than 3.0x As part of the transaction, Teledyne has arranged a $4.5 billion 364-day credit commitment to fund the transaction and refinance certain existing debt. Teledyne expects to fund the transaction with permanent financing prior to closing. Net leverage at closing is expected to be approximately 4.0x adjusted pro forma EBITDA with leverage declining to less than 3.0x. Different semiconductor technologies Teledyne expects the acquisition to be immediately accretive to earnings, excluding transaction costs and intangible asset amortisation, and accretive to GAAP earnings in the first full calendar year following the acquisition. “At the core of both our companies is proprietary sensor technologies. Our business models are also similar: we each provide sensors, cameras and sensor systems to our customers. However, our technologies and products are uniquely complementary with minimal overlap, having imaging sensors based on different semiconductor technologies for different wavelengths,” said Robert Mehrabian, Executive Chairman of Teledyne. Multiple sensing technologies “For two decades, Teledyne has demonstrated its ability to compound earnings and cash flow consistently and predictably. Together with FLIR and an optimised capital structure, I am confident we shall continue delivering superior returns to our stockholders.” We could not be more excited to join forces with Teledyne through this value-creating transaction" “FLIR’s commitment to innovation spanning multiple sensing technologies has allowed our company to grow into the multi-billion-dollar company it is today,” said Earl Lewis, Chairman of FLIR. “With our new partner’s platform of complementary technologies, we will be able to continue this trajectory, providing our employees, customers and stockholders even more exciting momentum for growth. Our Board fully supports this transaction, which delivers immediate value and the opportunity to participate in the upside potential of the combined company.” Global customer base Jim Cannon, President and Chief Executive Officer of FLIR, said, “We could not be more excited to join forces with Teledyne through this value-creating transaction. Together, we will offer a uniquely complementary end-to-end portfolio of sensory technologies for all key domains and applications across a well-balanced, global customer base." "We are pleased to be partnering with an organisation that shares our focus on continuous innovation and operational excellence, and we look forward to working closely with the Teledyne team as we bring our two companies together to capitalise on the important opportunities ahead.” Approvals and timing Teledyne announced improved preliminary financial results for the fourth quarter and full year 2020 In a separate press release issued, Teledyne announced improved preliminary financial results for the fourth quarter and full year 2020. The Teledyne press release is available on the company’s official website. FLIR noted that it expects to meet or exceed the full year fiscal 2020 guidance it provided on October 30, 2020. The transaction, which has been approved by the boards of directors of both companies, is expected to close in the middle of 2021 subject to the receipt of required regulatory approvals, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approvals of Teledyne and FLIR stockholders and other customary closing conditions. Conference call and webcast Evercore is acting as exclusive financial advisor and McGuireWoods LLP is acting as legal advisor to Teledyne in connection with the transaction. Goldman Sachs & Co. LLC is acting as exclusive financial advisor and Hogan Lovells US LLP is acting as legal advisor to FLIR in connection with the transaction. Teledyne has entered into a 364-day senior unsecured bridge facility credit agreement with Bank of America as sole lead arranger and administrative agent. Teledyne and FLIR will host a conference call to discuss the acquisition. A live webcast of the call can be accessed at Teledyne’s website. One can connect to the website at least 15 minutes prior to the start of the call to allow adequate time for any software download that may be required. A replay will be available on the company’s website approximately three hours after the call and will be available for approximately one month.
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