The Stanley Works and The Black & Decker Corp. 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 Stanley Works and The Black & Decker
Corp. 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.
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
percent 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 percent of the equity of the combined company and Black & Decker
shareholders will own approximately 49.5 percent. The nine members of Stanley’s current board
of directors will be joined by six new members from Black & Decker’s board.
F. Lundgren will be president and continue as CEO of the combined company.
Nolan D. Archibald, chairman, president, and CEO of Black & Decker will be
executive chairman of the combined company for three years.
“While we are pleased with the initial premium of approximately 22 percent, 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,” Archibald said. “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.”