Stanley Works Acquires Black & Decker (DeWalt, Porter Cable, Delta)

It was announced yesterday that after 4 attempts over the past 27 years Stanley Works has finally acquired Black & Decker in a $4.5 billion deal ($3.5bn stock & $1bn debt). Unfortunately this means about 4,000 additional jobs (10% of work force) will be cut from the business that has already seen dramatic cuts. Shareholders of Black & Decker will get 1.275 shares of Stanley stock and should see an increase in overall shareholder value from the merger.  

Stanley buys and sells companies faster than I can keep track, last year they sold CST/David White to Bosch Tools. It will be very interesting to see what shakes out from this deal. There are many arrangements behind the scenes with companies that have deals with Black & Decker to supply motors, parts, etc and they could potentially loose them under the Stanley brand. I guess the big question will be how will this effect the quality of the tools for DeWalt, Porter Cable and other brands. Black & Decker has had some problems in recent years with their loyal customers being disappointed in degrading quality. Is Stanley the answer?

In addition, both companies will host a joint investor lunch on Tuesday, November 3, 2009 at 12:00 p.m. ET in New York City. The live webcast of the meeting can be accessed at www.stanleyblackanddecker.com, www.stanleyworks.com and www.blackanddecker.com.  Read the Full Press Release Below:    


NEW BRITAIN, Conn. & TOWSON, Md.–(BUSINESS WIRE)–Nov. 2, 2009– The Stanley Works (NYSE:SWK) and The Black & Decker Corporation (NYSE:BDK):

  • Unites Two Highly Complementary Companies With Iconic Brands;
  • EPS Accretion Of Approximately $1.00 Per Share Projected By Year Three;
  • $350 Million In Cost Synergies Expected;
  • Black & Decker Shareholders To Receive Fixed Ratio Of 1.275 Shares Of Stanley Common Stock For Each Share Of Black & Decker Common Stock

The Stanley Works (NYSE:SWK), a worldwide supplier of quality tools and engineered solutions for industrial, construction and do-it-yourself use, and security solutions for commercial applications, and The Black & Decker Corporation (NYSE:BDK), a global manufacturer and marketer of quality power tools and accessories, hardware and home improvement products, and technology-based fastening systems, announced today that they have entered into a definitive merger agreement to create Stanley Black & Decker, an $8.4 billion global industrial leader in an all-stock transaction valued at approximately $4.5 billion.

The combination brings together two highly complementary companies with iconic brands and strong growth prospects. Founded in 1843, Stanley is a diversified industrial company with a global leadership position in hand tools and strong construction and do-it-yourself (CDIY), security and industrial businesses with well-known brand names such as Stanley, FatMax, Bostitch, Facom, Proto, Mac Tools, Sonitrol, Stanley Security Solutions, Best, and Vidmar. With roots dating back to 1910, Black & Decker brings a global leadership position in power tools and a diverse product offering under an array of renowned brands including Black & Decker, DeWalt, Porter-Cable, Emhart Teknologies, Kwikset, Baldwin and Price Pfister.

Under the terms of the transaction, which has been approved by the boards of directors of both companies, Black & Decker shareholders will receive a fixed ratio of 1.275 shares of Stanley common stock for each share of Black & Decker common stock they own, representing an implied premium of 22.1% to Black & Decker’s share price as of Friday, October 30, 2009. Upon closing, which is expected in the first half of 2010, Stanley shareholders will own approximately 50.5% of the equity of the combined company and Black & Decker shareholders will own approximately 49.5%. The nine members of the current Stanley Board of Directors will be joined by six new members from Black & Decker’s Board of Directors.

John F. Lundgren, Chairman and Chief Executive Officer of Stanley, will be President and Chief Executive Officer of the combined company. Nolan D. Archibald, Chairman, President, and Chief Executive Officer of Black & Decker, who has been CEO for 24 years, will be Executive Chairman of the combined company for three years.

Mr. Lundgren said, “This is a unique opportunity to bring together two great companies, each with first-rate brands, and provide enhanced opportunities to generate superior returns as we build on this new, larger platform. Stanley and Black & Decker together will have a comprehensive offering across all major tool categories and greater resources to support continued expansion of our combined security and industrial businesses. The transaction is expected to create tremendous value for shareholders of both companies through the realization of significant cost synergies, operating margin expansion and enhanced growth opportunities. Joining these two companies together creates a powerful engine for growth, both as markets around the world recover and over the long-term.”

Mr. Archibald commented, “While we are pleased with the initial premium of approximately 22%, the driving motivation of the transaction is the present value of the $350 million in annual cost synergies and the combined financial strength and product offerings of the merged companies. The complementary product and market fit of these two companies creates significant value for both companies’ shareholders that neither company can accomplish on a stand-alone basis. Joining forces with Stanley brings together two world-class companies with rich histories and strong track records in a one-of-a-kind opportunity to create outstanding benefits for our respective shareholders, customers and employees. We are excited by the opportunity to combine Black & Decker’s unmatched lineup of power tools and security hardware with Stanley’s leading franchise of hand tools and security products and services in a transaction that is both strategically compelling and financially attractive to the stakeholders of both companies. In addition to the new company’s iconic brands, we each share a common heritage and passion for developing innovative products that meet the evolving needs of our end users, along with a commitment to operational excellence that will make us a supplier of choice across these categories.”

Strategic Rationale
Combining Stanley and Black & Decker creates a stronger, globally diversified company with a broad array of products and services. The combination will enhance both companies’ core strengths and provide increased resources to invest in growth opportunities.

  • Comprehensive Portfolio Of Iconic Brands. Combining the significant brand equity inherent in both companies will create a supplier of choice for tools, with even greater worldwide recognition and appeal among retailers, commercial customers and individual consumers.
  • Complementary Global Product And Service Offerings. Black & Decker’s position in power tools, security hardware products and engineered fasteners fits seamlessly with Stanley’s product and service offerings in hand tools and mechanical and electronic security solutions, with no significant overlap in product lines.
  • Stronger, More Diversified Global Company. The combined company will have greater scale in hand and power tools and storage, mechanical and electronic security, as well as a continued strong presence in engineered fasteners and plumbing products. It will also have a broader geographic sales footprint with additional strength in emerging markets; a world-class innovation process; global low cost sourcing and manufacturing platforms; a shared commitment to operational excellence; and a proven business management strategy in the Stanley Fulfillment System.
  • Significant Shareholder Value Creation. The combination is expected to result in earnings per share (EPS) accretion of approximately $1.00 by the third year after closing, as shareholders of both companies share in the upside potential of the combined company, including approximately $350 million in estimated annual cost synergies fully realized within three years. These will be primarily derived from reductions in corporate overhead, business unit and regional consolidation, manufacturing and distribution, and purchasing. In addition, through the implementation of the Stanley Fulfillment System across Black & Decker’s businesses, the Company expects to achieve significant improvements in working capital and asset efficiency, as well as complexity reduction. The combination is expected to generate approximately $1.0 billion in free cash flow annually by the third year after closing. Over the long term, this will be used to invest in shareholder value creation opportunities, including further investment in security solutions, engineered fastening, and other high-growth platforms.
  • Enhanced Financial Strength. T
    he combined company will benefit from greater scale and efficiencies in its tool business, higher margins and stable earnings generated by its growing security segment, a highly diversified revenue base across geographies and business lines, and its strong financial position. The Company will target a strong investment grade credit rating. With its substantial cash flow and long history of paying consecutive dividends, the new company expects to maintain Stanley’s current dividend policy.

James M. Loree, Executive Vice President and Chief Operating Officer of Stanley, who will be EVP & COO of the combined company, commented, “This transaction is a significant step in advancing each priority in the strategic framework Stanley has embraced since 2004. It builds strength in all of our business platforms, furthering our goal to maintain portfolio transition momentum, and greatly enhances our resources to continue to invest in high- growth areas. We have a proven track record of successfully integrating organizations, and a critical framework for sustained operational excellence in the Stanley Fulfillment System. Planning for the integration of these two companies is well underway and we expect to expeditiously realize the full value of cost synergies we have identified as a result of this landmark transaction.”

In addition to Messrs. Lundgren, Archibald, and Loree, Stanley Vice President and Chief Financial Officer Donald Allan, Jr. will be part of the executive team as Senior Vice President and Chief Financial Officer of the combined company, and key members of both the Stanley and Black & Decker executive teams will hold positions in the combined organization. An Integration Steering Committee has been identified to oversee bringing together the two companies after closing and will be co-chaired by Mr. Archibald and Mr. Lundgren.

The combined company will retain a presence in both Connecticut and Maryland, with its corporate headquarters in New Britain and the Power Tools headquarters remaining in Towson.
The transaction is subject to customary regulatory approvals and closing conditions and requires the approval of Stanley and Black & Decker shareholders. Deutsche Bank and Goldman, Sachs & Co. acted as Stanley’s financial advisors and Cravath, Swaine & Moore LLP acted as Stanley’s legal counsel. Black & Decker’s financial advisor was J.P. Morgan Securities Inc. and its legal advisors were Hogan & Hartson LLP and Miles & Stockbridge P.C.

Additional information on the transaction can be found at www.stanleyblackanddecker.com.

Conference Call and Webcast Details
The management of both companies will host a joint conference call and live webcast on Tuesday, November 3, 2009 at 8:30 a.m. ET to discuss this announcement. The companies welcome all members of the investment community to listen to the call live by dialing into (877) 218-1796 in the U.S. or (574) 941–1407 outside the U.S. and providing the passcode: 38642483. The live webcast of the call can be accessed at www.stanleyblackanddecker.com, www.stanleyworks.com and www.blackanddecker.com. An audio replay of the call will be available approximately three hours after the call’s conclusion through Tuesday, November 17th, and can be accessed by calling (800) 642-1687 in the U.S. or (706) 645-9291 outside the U.S. and entering the passcode: 38642483.
In addition, both companies will host a joint investor lunch on Tuesday, November 3, 2009 at 12:00 p.m. ET in New York City. The live webcast of the meeting can be accessed at www.stanleyblackanddecker.com, www.stanleyworks.com and www.blackanddecker.com.

About The Stanley Works
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. More information about The Stanley Works can be found at http://www.stanleyworks.com.

About The Black & Decker Corporation
Black & Decker is a leading global manufacturer and marketer of power tools and accessories, hardware and home improvement products, and technology-based fastening systems.
CAUTIONARY STATEMENTS

Under the Private Securities Litigation Reform Act of 1995
Statements in this press release 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 press release, 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’s website 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.
Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=6089462&lang=en

Source: The Stanley Works and The Black & Decker Corporation
 

The Stanley Works
Kate White, 860-827-3833
Director, Investor Relations
kwhite@stanleyworks.com
Tim Perra, 860-826-3260
Director, Global Communications
tperra@stanleyworks.com
or
Sard Verbinnen & Co (for The Stanley Works)
David Reno/Brooke Gordon, 212-687-8080
or
Black & Decker
Mark M. Rothleitner, 410-716-3979
Vice President, Investor Relations & Treasurer
mark.rothleitner@bdk.com
Roger A. Young, 410-716-3979
Vice President, Investor & Media Relations
roger.young@bdk.com
or
Kekst and Company (for Black & Decker)
Tom Davies/Kimberly Kriger, 212-521-4800

   

Comments

comments

This entry was posted in DeWalt Tools, Tool Blogs and tagged . Bookmark the permalink.

Comments

  1. Alan Koenig says:

    As a former employee of Dewalt, I see this merger as beneficial to the greater good of the power tool industry, in recent years the quality of B & D and their respective brands have diminshed greatly and by merging these two companies quality should return to pre-Porter/Cable Delta days.

  2. DeWalt Power Tools says:

    I really don’t know who will benefit from all of these mergers. Black & Becker, DeWalt what. These are pretty big names in the power tool business. I personally think DeWalt is the power house of this industry and there products speak for themselves. Should stay just the way they are in my opinion

  3. These are pretty big names in the power tool business. I personally think DeWalt is the power house of this industry and there products speak for themselves.

  4. Charles Batchelor says:

    NOTHING is SACRED Anymore in Tools for the Handy-Man:
    .
    I purchased a DeWalt cordless drill only to find that the battery did not fit tight; nor did the Drill Bit stay in the Chuck. I noticed awhile back that the New Chisels I saw by DeWalt in the Home Depot, Lowe’s and other hardware stores had chips in them. Then I noticed that Stanley Tools looked the same and was of poor quality.
    .
    LINK: http://www.coptool.com/stanley-works-acquires-black-decker-dewalt-porter-cable-delta/
    .
    LINK TO MILWAUKEE: http://www.shorewoodnow.com/blogs/communityblogs/43800917.html
    .
    .
    HERE’S THE SCOOP
    .
    Stanley Bought out DeWalt, Porter-Cable, Black & Decker and Delta tool companies and now are making inferior tools. I just sent them a note complaining how they took good names to only make tools that will only add to the land-fills. On Top Of This DeWalt (now Stanley Tools) makes all the Rigid Tools of Home Depot, so that is no good, as well.
    .
    You are better off with getting your grandfather’s or dads old tools than this garbage they are making now.
    .
    Even The Chisels were full of chips in the stores (New) and had pot-marks across the steel telling me these are “Pot Metal” at best. I saw Lowe’s “Made in China” tools that were better than the chisels they claim were made in USA.
    .
    NOTE: The Truth Is that you have to “Read the Labels” and make sure that it does Not Say, “Built/Constructed In USA,” for that means that the parts could be made from China or anywhere else, but only put together here in the USA, so you still end up with inferior products.
    .
    Then I read I piece online that states that Milwaukee Tools are no longer made in Milwaukee, but in, China!
    .
    Let me ask you this, “Why on earth would any company want to have their products made in a country that hates us?” You might as well have these products outsourced to, Iran!!!
    .
    Charles of “Higher Call”

  5. Excellent article! We are linking to this great post on our site.
    Keep up the great writing.

  6. leolabo1 says:

    My revitalized age
    http://sissyblog.twiclub.in/?post.berenice
    rihanna erotic film erotic erotic kids craiglist erotic adult erotica

  7. deirdreel16 says:

    iH new website
    http://asianpic.twiclub.in/?diagram.kaila
    erotic things free sex porns erotic lovers video prno xxx

  8. lawandadu3 says:

    My contemporary time
    androids android mobile deals app download movies mobogiene download com best android apps games
    http://erotic.googleplay.twiclub.in/?dispatch.jalyn
    porn blocker google play services version update android sexy photo image phone games free online

  9. rosettamv11 says:

    Hi new work
    http://premium.cars.purplesphere.in/?entry-peyton
    drawn hannah montanna porn free no credit card gay porn shemale porn tuber kinky girlfriend porn gianna micheals porn clips

  10. jessicavd18 says:

    My updated work is next!
    live chats sex free download wallpapers for nadroid descargar retrica para android htc unlocked phones android softwares free
    http://android.adult.games.yopoint.in/?gain.adrianna
    movies for android 4 1 android jelly bean google android review tv streaming android apps google phone nexus

  11. erickard60 says:

    Original programme
    http://arab.egypt.adultnet.in/?entry.yazmin
    womanhood dragon matrimony.org emarat jones

  12. vickieuq16 says:

    My updated work is top!
    games store download porn website ladies sexy pics android app development course for beinners android descargar aplicaciones
    http://sex.games.android.porndairy.in/?gain.adriana
    sex videos for android mobiles intex android phone free games mobile download www mobile app free download store for app

  13. jeniferdr4 says:

    Sissy tales blog
    see through nightwear thigh high tights diaper feminization
    http://sissy.adultnet.in/?profile.payton
    دانلود سکسی رایگان silicone implant pictures men in depression i want to find a man online uniform shop chastity torture voice feminization surgery before and after princess with purple dress

  14. tabitharo3 says:

    After my recent project
    http://sissyblog.twiclub.in/?stage.tiara
    erotic paperbacks erotic strangulation erotic sport ertoic screensaver bollywood erotic

  15. willardtf2 says:

    Started untrodden spider’s web throw
    http://elite.dating.blogporn.in/?entry.araceli
    muslim brides russian dating world uk polish dating singles 50 plus top best dating sites

  16. maribelwt2 says:

    Started unusual cobweb predict
    mobogenie download for android sexiest games android micromax mobiles price in india android spy application free videos sexy girls
    http://games.android.telrock.net/?gain.elise
    latest apps and games download free games for android free screensavers for android free adults webcam mobile game app development

  17. wesleyoo1 says:

    Original devise
    best tab android how to make apps for android baixar app play store para andtoid android driver download 9apps free game download
    http://pornmarket.replyme.pw/?post.tania
    comparison of android phones download free mobile apps android game temple run 2 xkit mobile android android rpg games free

  18. junezb4 says:

    New work
    http://peggme.yopoint.in/?stage.allyssa
    erotic art prints erotic audiobook mens erotic underwear classic erotic art best erotic thrillers

  19. constanceiq2 says:

    Started untrodden web predict
    http://interracial.dating.xblog.in/?epoch.eleanor
    find russian girl online black women who date white men webcam chat dating south asian dating sites sex free dating site

  20. silviaqw4 says:

    Hi fashionable website
    http://premium.dating.pornpost.in/?profile.eleanor
    fish in pond dating site dubai dating website dating websites for married people best apps for meeting singles best dating sites uk

  21. gabrieliu2 says:

    Fresh lodgings after for beetle out:
    http://evelyn.web.telrock.net

  22. addietc1 says:

    New domestic stage instead of throw:
    http://judith.projects.telrock.org

  23. Unique domestic page after beetle out:
    http://luz.web.telrock.net

  24. DeneseJuicy says:

    Hello. I see that you don’t update your site too often. I know that writing content is boring and time
    consuming. But did you know that there is a tool that allows you to create new articles using existing
    content (from article directories or other pages from your niche)?
    And it does it very well. The new articles are
    high quality and pass the copyscape test. You should try miftolo’s tools

  25. BestFermin says:

    I have noticed you don’t monetize your blog, don’t waste your traffic, you can earn extra cash every
    month. You can use the best adsense alternative for any type
    of website (they approve all websites), for more details simply search
    in gooogle: boorfe’s tips monetize your website

Leave a Reply

Your email address will not be published. Required fields are marked *