Filed by
The 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: The Black & Decker Corporation
Commission
File No.: 1-01553
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FOR
IMMEDIATE RELEASE
HSR
Review Period Expires For The Stanley Works and Black & Decker
Merger
New Britain, Connecticut and Towson,
MD, December 29, 2009 -- The Stanley Works (NYSE: SWK) and The Black
& Decker Corporation (NYSE: BDK) announced today that the Hart-Scott-Rodino
antitrust review period for the combination of their businesses has
expired.
Stanley
and Black & Decker previously announced on November 2, 2009 that they had
entered into a definitive merger agreement to combine their businesses in an
all-stock transaction.
The
expiration of the HSR review period satisfies one of the conditions to the
closing of the transaction. The closing of the transaction is also
subject to other customary closing conditions, including foreign regulatory
approvals and the approval of Stanley and Black & Decker
stockholders. Subject to the satisfaction of these other conditions,
closing of the transaction is currently expected to occur toward the end of the
first quarter or the beginning of the second quarter of 2010.
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. More information about Black & Decker can be found at
http://www.bdk.com.
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Contacts:
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The
Stanley Works
Kate
White
(860)
827-3833
kwhite@stanleyworks.com
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Black
& Decker
Mark
M. Rothleitner
(410)
716-3979
mark.rothleitner@bdk.com
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2
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
has filed with the Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 that includes a preliminary 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
preliminary joint proxy statement/prospectus and any other relevant documents
filed with the SEC (including the definitive joint proxy statement/prospectus)
when they become available, because they contain important
information. Investors and security holders may obtain a free copy of
the preliminary 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 and Black & Decker’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,
its proxy statement for its 2009 Annual Meeting, which was filed with the SEC on
March 20, 2009, and the preliminary joint proxy statement/prospectus related to
the proposed transaction, which was filed with the SEC on December 4,
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,
its proxy statement for its 2009 Annual Meeting, which was filed with the SEC on
March 16, 2009, and the preliminary joint proxy statement/prospectus related to
the proposed transaction, which was filed with the SEC on December 4,
2009. These documents can be obtained free of charge from the sources
listed above. Additional information regarding the interests of these
individuals may also be included in the definitive 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 has been 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.