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
All Employee
E-mail
November
2, 2009
Dear
Stanley Associates:
Just
moments ago, we announced that Stanley and Black & Decker have agreed to
combine to form an $8.4 billion global diversified industrial leader, uniting
two highly complementary companies with iconic brands and strong growth
prospects in an all-stock transaction valued at approximately $4.5
billion. A copy of the press release is attached for your
convenience.
Black
& Decker was founded in 1910 and is a leading global manufacturer and
marketer of quality power tools and accessories, hardware and home improvement
products and technology-based fastening systems. Black & Decker
has a diverse product offering with an array of renowned brands including Black
& Decker, DeWalt, Porter-Cable, Emhart Teknologies, Kwikset, Baldwin and
Price Pfister. The Company has manufacturing operations in 11
different countries, and its products and services are well-known throughout the
world.
The
company is also highly complementary to Stanley. With Black & Decker’s
position in power tools, security hardware products and engineered fasteners,
and Stanley’s product and service offerings in hand tools and mechanical and
electronic security solutions, we have a terrific opportunity as a combined
company to enhance both company’s core strengths and provide increased resources
to invest in growth opportunities. Our customers will benefit from a more
comprehensive product and service offering, a world-class innovation process and
our continuing commitment to operational excellence. Employees of
both companies will benefit from enhanced opportunities as part of a stronger,
globally diversified enterprise. And our shareholders will benefit
from the significant value that this combination is anticipated to
create.
Integration
planning is already underway and implementation will begin immediately following
the close of the transaction, which is subject to customary regulatory approvals
and is expected to occur in the
first half of 2010. While it is too early to speak more specifically
about how this process might impact any of you individually, I can assure you
that we will make every effort to communicate regularly to tell you as much as
we can, as soon as we can.
In the
meantime, it is important for all of us to remember that we must continue to
operate as two independent companies. I am asking you to go forward
with business as usual and do everything you can to ensure that we don’t miss a
beat in delivering on our commitments to customers.
It is
your commitment to execution that has taken our company to the point where we
could even consider a transaction such as this. It is your commitment
to the principles of SFS, to executing on our stated strategy and to maintaining
a culture with a core of integrity, respect and accountability that gives me
confidence that we will succeed at integrating our two businesses in a way that
ensures we create value beyond just the sum of our parts.
No doubt,
you will have many questions about the transaction. To help answer
some of the things that may be on your mind, I encourage you to visit our
intranet and click on the following link to see a brief video message from me
about today’s news: [hyper link].
In
addition, I would like to invite you to join me on Wednesday, November 4th, at
9:00am EST for an all employee meeting in the Auditorium at the Stanley Center
for Learning & Innovation to learn more about this
announcement. For those of you who are in other locations or unable
to attend in person, we will be distributing a video recording of the meeting
following its conclusion.
Lastly,
we recognize the news of this transaction is very significant for the industry
and will attract media attention. If you receive any media inquires
regarding this matter, we ask that you please direct them to Tim Perra at
860-826-3260 or tperra@stanleyworks.com.
This is a
very exciting time to be part of the Stanley team and I look forward to the many
opportunities ahead. As always, thank you for your hard work and
dedication.
Sincerely,
John
Lundgren
Chairman
& CEO
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 and the realization of synergies in connection therewith, 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.
4