Filed by
Stanley Works
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under the
Securities Exchange Act of 1934
Subject
Company: Black & Decker
Commission
File No.: 1-01553
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TRANSACTION FACT SHEET |  |
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A
Global Leader In Hand and Power Tools
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Highly
Accretive To EPS; Approximately $1.00 Per Share Projected By Year
3
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Iconic
Brand Portfolio – Over 250 Years Of Combined History
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$350M
In Cost Synergies Annually
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Greater
Scale In Hand And Power Tools & Storage, Mechanical Security, And
Engineered Fastening
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Opportunity
For Margin Improvement
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World
Class Innovation Process
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Expected
Free Cash Flow Of Approximately $1.0B And Over $1.5B In EBITDA by Year
3
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Global
Low Cost Sourcing And Manufacturing Platforms
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Increased
Resources To Invest In Security Solutions, Engineered Fastening And Other
High-Growth Platforms
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Additional
Presence In High-Growth Emerging Markets
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Strong
Balance Sheet
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The
Stanley Works, an S&P 500 company, is a diversified worldwide supplier
of tools and engineered solutions for professional, industrial,
construction and do-it-yourself use, and security solutions for commercial
applications
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Black
& Decker, an S&P 500 company is a leading global manufacturer
and marketer of power tools and accessories, hardware and home improvement
products, and technology-based fastening systems
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Established
in 1843 by Frederick Trent Stanley who founded a small shop in New
Britain, Connecticut to manufacture door bolts and other hardware from
wrought iron
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Established
in 1910 by S. Duncan Black and Alonzo G. Decker, who founded a small
machine shop in Baltimore, Maryland
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166
year reputation for quality and service
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A
century of innovation and end-user focus
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Consecutive
dividend for 133 years
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Consecutive
dividend for 72 years
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Approximately
18,000 employees
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Approximately
20,000 employees
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| Key Brands Include: | Key Brands Include |
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Exchange
Ratio
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Fixed
Ratio Of 1.275 Shares Of SWK For Each Share Of BDK
Implied
22.1% Premium To BDK As Of 10/30/09
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Board
Of Directors
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9
Directors From Stanley / 6 Directors From
Black & Decker Nolan
D. Archibald, Executive Chairman
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Ownership
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50.5%
Stanley / 49.5% Black & Decker
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Management
Team
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John
F. Lundgren, President & CEO
James
M. Loree, EVP & COO
Donald
Allan, Jr., SVP & CFO
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Accretion
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EPS
Accretion Of Approximately $1.00 Per Share Projected By Year
3
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Company
Name
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Stanley
Black & Decker
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Synergies
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$350M
Cost Synergies Annually, Fully Realized Within 3 Years
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Headquarters
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Corporate
HQ In New Britain, CT / Power Tools HQ In Towson, MD
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Pro
Forma 2009E Revenue
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$8.4B*
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Transaction
Close
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Expected
In The First Half Of 2010
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* Based on
Wall Street Estimates
CAUTIONARY
STATEMENTS
Under
the Private Securities Litigation Reform Act of 1995
Statements
in this document that are not historical, including but not limited to those
regarding the consummation of the proposed transaction between Stanley and Black
& Decker and the realization of synergies in connection therewith, are
“forward looking statements” and, as such, are subject to risk and
uncertainty.
Stanley’s
and Black & Decker’s ability to deliver the results as described above is
based on current expectations and involves inherent risks and uncertainties,
including factors listed below and other factors that could delay, divert, or
change any of them, and could cause actual outcomes and results to differ
materially from current expectations. In addition to the risks,
uncertainties and other factors discussed in this document, the risks,
uncertainties and other factors that could cause or contribute to actual results
differing materially from those expressed or implied in the forward looking
statements include, without limitation, those set forth in the “Risk Factors”
section, the “Legal Proceedings” section, the “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” section and other
sections of Stanley’s and Black & Decker’s Annual Reports on Form 10-K and
any material changes thereto set forth in any subsequent Quarterly Reports on
Form 10-Q, those contained in Stanley’s and Black & Decker’s other filings
with the Securities and Exchange Commission, and those set forth
below.
These
factors include but are not limited to the risk that regulatory and stockholder
approvals of the transaction are not obtained on the proposed terms and
schedule; the future business operations of Stanley or Black & Decker will
not be successful; the risk that the proposed transaction between Stanley and
Black & Decker will not be consummated; the risk that Stanley and Black
& Decker will not realize any or all of the anticipated benefits from the
transaction; the risk that cost synergy, customer retention and revenue
expansion goals for the transaction will not be met and that disruptions from
the transaction will harm relationships with customers, employees and suppliers;
the risk that unexpected costs will be incurred; the outcome of litigation
(including with respect to the transaction) and regulatory proceedings to which
Stanley or Black & Decker may be a party; pricing pressure and other changes
within competitive markets; the continued consolidation of customers
particularly in consumer channels; inventory management pressures on Stanley’s
and Black & Decker’s customers; the impact the tightened credit markets may
have on Stanley or Black & Decker or customers or suppliers; the extent to
which Stanley or Black & Decker has to write off accounts receivable or
assets or experiences supply chain disruptions in connection with bankruptcy
filings by customers or suppliers; increasing competition; changes in laws,
regulations and policies that affect Stanley or Black & Decker, including
but not limited to trade, monetary, tax and fiscal policies and laws; the timing
and extent of any inflation or deflation in 2009 and beyond; currency exchange
fluctuations; the impact of dollar/foreign currency exchange and interest rates
on the competitiveness of products and Stanley’s and Black & Decker’s debt
programs; the strength of the U.S. and European economies; the extent to which
world-wide markets associated with homebuilding and remodeling continue to
deteriorate; the impact of events that cause or may cause disruption in
Stanley’s or Black & Decker’s manufacturing, distribution and sales networks
such as war, terrorist activities, and political unrest; and recessionary or
expansive trends in the economies of the world in which Stanley or Black &
Decker operates, including but not limited to the extent and duration of the
current recession in the US economy.
Neither
Stanley nor Black & Decker undertake any obligation to publicly update or
revise any forward-looking statements to reflect events or circumstances that
may arise after the date hereof.
Additional
Information
The
proposed transaction involving Stanley and Black & Decker will be submitted
to the respective stockholders of Stanley and Black & Decker for their
consideration. In connection with the proposed transaction, Stanley
will file with the Securities and Exchange Commission (the “SEC”) a registration
statement on Form S‐4 that will
include a joint proxy statement of Stanley and Black & Decker that will also
constitute a prospectus of Stanley. Investors and security holders are
urged to read the joint proxy statement/prospectus and any other relevant
documents filed with the SEC when they become available, because they will
contain important information. Investors and security holders
may obtain a free copy of the joint proxy statement/prospectus and other
documents (when available) that Stanley and Black & Decker file with the SEC
at the SEC’swebsite at www.sec.gov and
Stanley’s website related to the transaction at
www.stanleyblackanddecker.com. In addition, these documents may be
obtained from Stanley or Black & Decker free of charge by directing a
request to Investor Relations, The Stanley Works, 1000 Stanley Drive, New
Britain, CT 06053, or to Investor Relations, The Black & Decker Corporation,
701 E. Joppa Road, Towson, Maryland 21286, respectively.
Certain
Information Regarding Participants
Stanley,
Black & Decker and certain of their respective directors and executive
officers may be deemed to be participants in the proposed transaction under the
rules of the SEC. Investors and security holders may obtain
information regarding the names, affiliations and interests of Stanley’s
directors and executive officers in Stanley’s Annual Report on Form 10‐K for the year
ended January 3, 2009, which was filed with the SEC on February 26, 2009, and
its proxy statement for its 2009 Annual Meeting, which was filed with the SEC on
March 20, 2009. Investors and security holders may obtain information
regarding the names, affiliations and interests of Black & Decker’s
directors and executive officers in Black & Decker’s Annual Report on Form
10‐K for the
year ended December 31, 2008, which was filed with the SEC on February 17, 2009,
and its proxy statement for its 2009 Annual Meeting, which was filed with the
SEC on March 16, 2009. These documents can be obtained free of charge
from the sources listed above. Additional information regarding the
interests of these individuals will also be included in the joint proxy
statement/prospectus regarding the proposed transaction when it becomes
available.
Non-Solicitation
A
registration statement relating to the securities to be issued by Stanley in the
proposed transaction will be filed with the SEC, and Stanley will not issue,
sell or accept offers to buy such securities prior to the time such registration
statement becomes effective. This document shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of such securities, in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to appropriate registration or qualification
under the securities laws of such jurisdiction.