By Lisa Kerner
Charlotte, N.C., Nov. 2 - Stanley Works and Black & Decker Corp. agreed to combine and form Stanley Black & Decker in an all-stock deal valued at approximately $4.5 billion.
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.
The offer represents an implied premium of 22.1% to Black & Decker's share price as of Friday, according to a Stanley news release.
Stanley shareholders will own approximately 50.5% of the equity of the combined company, and Black & Decker shareholders will own approximately 49.5%.
Both tool manufacturing companies' boards of directors approved the transaction, which is slated to close in the first half of 2010.
Stanley chairman and chief executive officer John F. Lundgren will lead the combined company.
Black & Decker chairman, president and CEO Nolan D. Archibald will be executive chairman of the combined company for three years, the release said.
"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," Lundgren said in the release.
Six new members from Black & Decker's board will join Stanley's nine-member board.
Stanley Black & Decker will maintain a presence in both Connecticut and Maryland.
The company's corporate headquarters will remain in New Britain, Conn., while the power tools division will be based in Towson, Md., where Black & Decker is located.
Deutsche Bank and Goldman, Sachs & Co. advised Stanley.
Black & Decker was advised by J.P. Morgan Securities Inc.
| Acquirer: | Stanley Works
|
| Target: | Black & Decker Corp.
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| Announcement date: | Nov. 2
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| Transaction total: | $4.5 billion
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| Price per share: | 1.275 shares of Stanley common stock
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| Expected closing: | First half of 2010
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| Stock price for acquirer: | NYSE: SWK: $45.23 on Oct. 30
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| Stock price for target: | NYSE: BDK: $47.22 on Oct. 30
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