HSR Review Period Expires For The Stanley Works and Black & Decker Merger
29 Diciembre 2009 - 7:00AM
Business Wire
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.
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.
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