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
January 07, 2010 stanley + black&decker INTEGRATION UPDATE Integration
Update 4: Regulatory and Shareholder Approval Process and Integration Planning
Update Dear Stanley Associate, As you may have seen, on December 29, we
announced that the Hart-Scott-Rodino (HSR) antitrust review period for the
combination of our businesses has expired. The HSR review was conducted by the
United States Federal Trade Commission, to whom both companies provided
comprehensive information about our business operations, and the expiration of
the HSR review period satisfies one of the conditions necessary for the closing
of the transaction. While 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, passing the HSR
review is a significant step toward combining our companies in the first half of
2010. In addition, we recently posted a video of a Town Hall Meeting held in
Towson, Maryland, to our Integration Website. At that meeting, Nolan Archibald
and John Lundgren updated associates about the progress that we are making both
toward closing the transaction and toward integration planning for combining our
two companies after the transaction closes. A copy of the deck that was used at
that Town Hall Meeting is available here, and you can view the video by clicking
here. There were several key points made during the presentation that we would
like to call to your attention. 1. Regulatory Approval Process As we mentioned
above, we have cleared a key hurdle in the regulatory approval process. We have
also reviewed filing requirements in 190 countries and we have filed or are in
the process of filing in all applicable jurisdictions. The regulatory approval
process for the combination of our two companies is on track and on schedule. 2.
Shareholder Approval Process At the beginning of December, we filed a form S-4
with the United States Securities and Exchange Commission, which is used to
register securities issued in business combination transactions, and can be
essentially viewed as a draft proxy statement. It outlines the merger proposal
in great detail – nearly 200 pages – to 1
January 07, 2010 stanley + black&decker INTEGRATION UPDATE our
shareholders. We will respond to any SEC comments, and once the SEC confirms
that it is comfortable with the form S-4, we can schedule the shareholder vote.
Like the regulatory approval process, the shareholder approval process for the
combination of our two companies is on track and on schedule. 3. Integration
Planning Process On December 17, we formally introduced our Integration Steering
Committee, our Integration Management Office, and our Integration Team Leaders.
You will be hearing more from this group in the very near future, as they get to
work on the significant task of planning for the combination of our two great
companies once the necessary approvals have been obtained. As the process moves
forward, these teams will be guided by an integration philosophy that rests on
three key pillars: Ensure that we capture the value in the transaction Ensure we
retain the best of both companies Ensure that we focus the integration process
on key decisions to minimize distractions to our base business In addition they
will be guided by a proven rhythm-driven process that will ensure milestones are
achieved and issues are resolved as quickly as possible The next steps in our
integration planning process will be to: Outline a High-level Business Structure
by mid-January Hold our second Integration Summit in late January Announce a
High-level Organizational structure of the new company in late January or early
February As you can see, we are moving toward successfully combining our two
great companies, and we are making significant progress on all three fronts. A
considerable amount of time and effort has been spent by our associates in both
companies to ensure that we are moving in the right direction and that we are
moving both quickly and effectively. 2
January 07, 2010 stanley + black&decker INTEGRATION UPDATE We would like
to underscore that while integration planning is taking place, no integration
will take effect until all required regulatory approvals have been obtained and
closing has occurred. In the interim, we will continue to operate as independent
companies. We’d like to thank everyone involved for their efforts, and again
commit to regularly updating you on our progress toward creating the new Stanley
Black & Decker. As always, any questions that you have may be submitted
through the integration website, where we will work to candidly and openly
address them as soon as we can. Thank you. Brett Bontrager & Tony Milando
Chairmen of the Stanley Black & Decker Integration Management Office
3
CAUTIONARY
STATEMENTS
Under
the Private Securities Litigation Reform Act of 1995
Statements
in this document that are not historical, including but not limited to those
regarding the consummation of the proposed transaction between Stanley and Black
& Decker 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 document, 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.