NEW BRITAIN, Conn.--(BUSINESS WIRE)--Stanley Black & Decker, Inc. (“Stanley Black & Decker”) (NYSE: SWK) today announced that the offer document regarding its recommended all-cash offer to acquire all class A and class B shares and warrants in Niscayah Group AB (publ) (“Niscayah”) (the “Offer”), through a tender offer by indirect wholly-owned subsidiary SBD Holding AB (“SBD Holding”), has been made available on Stanley Black & Decker’s website for the Offer (www.publicoffer.se) and on Handelsbanken Capital Markets’ website (www.handelsbanken.se/investmentoffer).
The offer document and the acceptance form will be distributed to shareholders and warrant holders in Niscayah whose shares and/or warrants were directly registered with Euroclear Sweden AB as of July 21, 2011.
Hard copies of the offer document are available at Handelsbanken’s branch offices in Sweden.
The Offer represents a premium of approximately 47% compared to Niscayah's closing price1 prior to the announcement of Securitas’ offer to acquire Niscayah on May 16, 2011, and a premium of approximately 15% compared to Niscayah's closing price on June 23, 2011 (the last trading day prior to the announcement of the Offer). At announcement, the Offer represented a premium of approximately 24% to the then value of Securitas' all-stock offer. The independent committee of the board of directors of Niscayah has unanimously recommended that shareholders and warrant holders in Niscayah accept the Offer. Niscayah shareholders representing approximately 19.5% of the shares in Niscayah have committed to accept the Offer, subject to certain conditions.
Time table for the offer
| Publication of the offer document: | July 22, 2011 | |||
| Opening of acceptance period: | July 25, 2011 | |||
| Closing of acceptance period: | September 1, 2011 | |||
| Proposed date of settlement: | September 9, 2011 |
SBD Holding reserves the right to extend the acceptance period for the Offer, as well as to defer the date for settlement.
Antitrust filing and clearance
Stanley Black & Decker also announced today that it has filed notification of the proposed acquisition with the European Commission under the simplified merger notification procedure (Short Form CO). Following the formal review period of 25 business days, clearance of the acquisition under the EU merger regulation is expected by August 29, 2011. The Company is able to proceed under the simplified procedure because completion of the Offer is not expected to give rise to any competition concerns, as indicated by low post-acquisition market concentration levels.
On July 18, 2011, Stanley Black & Decker announced the expiration of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for the Offer and that all U.S. antitrust conditions to the Offer had been satisfied.
Advisors
Barclays Capital, Handelsbanken Capital Markets and J.P. Morgan are acting as financial advisors and Cleary Gottlieb Steen & Hamilton LLP and Gernandt & Danielsson Advokatbyrå KB are acting as legal advisors to Stanley Black & Decker and SBD Holding in connection with the Offer.
| New Britain, Connecticut, USA | Mechelen, Belgium | |||
| July 22, 2011 | July 22, 2011 | |||
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Stanley Black & Decker, Inc. |
SBD Holding AB |
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Stanley Black & Decker, an S&P 500 company, is a diversified global provider of hand tools, power tools and related accessories, mechanical access solutions and electronic security solutions, engineered fastening systems, infrastructure solutions and more. Learn more at www.stanleyblackanddecker.com.
The information in this press release was submitted for publication on July 22, 2011 at 3.00 p.m. (CET)(9.00 a.m. AM ET).
Helpline regarding the Offer for holders of shares and/or warrants in Niscayah: +46-480-40-41-09
This press release may not be distributed, directly or indirectly, into or in, Australia, Japan, Canada, South Africa, Hong Kong or New Zealand. The Offer is not being made to (and acceptances will not be accepted from) persons in those countries or elsewhere where their participation requires further documentation, filing or other measures in addition to those required by Swedish law.
IMPORTANT INFORMATION
The Offer, pursuant to the terms and conditions presented in this offer document, is not being made to (and acceptances will not be accepted from) persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law, except where there is an applicable exemption. The offer document, the acceptance form or any other documentation related to the Offer will not be distributed in and must not be mailed to or otherwise distributed or sent into any country in which such distribution would require any such additional measures or would be in conflict with any law or regulation in such country. SBD Holding will not permit or sanction any such distribution. Any acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, e-mail, telex, telephone and the Internet) in or into Australia, Japan, Canada, South Africa, Hong Kong or New Zealand and the Offer cannot be accepted in or from Australia, Japan, Canada, South Africa, Hong Kong or New Zealand. As a result, this offer document, the acceptance form or other documentation relating to the Offer will not, and may not, be sent by mail or in any other way be distributed, forwarded or transmitted to, from or within Australia, Japan, Canada, South Africa, Hong Kong or New Zealand. SBD Holding will not pay any consideration pursuant to the Offer to, or accept acceptance forms from, Australia, Japan, Canada, South Africa, Hong Kong or New Zealand.
Notwithstanding the foregoing, SBD Holding reserves the right to permit the Offer to be accepted by persons not resident in Sweden if, in its sole discretion, SBD Holding is satisfied that such transaction can be undertaken in compliance with applicable laws and regulations.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Stanley Black & Decker makes forward-looking statements in this press release which represent its expectations or beliefs about future events and financial performance. Forward-looking statements are identifiable by words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward looking statements made in this press release, include, but are not limited to, statements concerning: the consummation of the Offer; regulatory filings and approvals; and the market share that would be held by Stanley Black & Decker following the acquisition of Niscayah.
You are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future events and involve risks, uncertainties and other known and unknown factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by such forward-looking statements, including, but not limited to, the failure to consummate, or a delay in the consummation of, the transaction for various reasons.
Forward-looking statements made herein are also subject to risks and uncertainties, described in: Stanley's 2010 Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the quarter ended April 2, 2011; and other filings the Stanley Black & Decker makes with the Securities and Exchange Commission. In addition, actual results could differ materially from those suggested by the forward-looking statements, and therefore you should not place undue reliance on the forward-looking statements. Stanley Black & Decker makes no commitment to revise or update any forward-looking statements to reflect events or circumstances occurring or existing after the date of any forward-looking statement.
1 The closing price for the class B shares in Niscayah on NASDAQ OMX Stockholm on May 13, 2011 (the last trading day prior to the announcement of Securitas’ offer).