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
March 02, 2010 Stanley + Black & Decker
Integration Update Integration Update 10: A Message from Your Integration
Co-Leaders To all Stanley and Black & Decker Associates,As
we continue on the track to combining our two great companies, we’d like to
update you on significant progress we made this past week with our integration
planning process. We held a full-scale integration summit in Towson, Maryland,
with a laser focus on designing and developing the next levels of our
organization and ensuring we achieve stabilization on Day One.In the weeks
following the announcement of our organizational superstructure, we asked our
business and integration team leaders to structure their respective
organizations with a singular emphasis on ensuring stability and business
continuity, while positioning us for the future. We all know that the most
immediate and important issue is ensuring that our two complex, global
businesses can run effectively on the day after the transaction closes. To that
end, our integration teams have been focused on what happens on “Day One” of the
new company. This week we addressed a comprehensive list of questions—questions
like reporting structures, benefits, payroll, billing, shipping, and much
more—designed to achieve stabilization on Day One.As you can imagine, there are
a multitude of questions that need to be answered and addressed.The Integration
Teams made tremendous progress over the past month, and spent a significant
amount of time addressing the critical Day One processes that will allow us to
maintain focus running our core business. Our integration teams delivered a Day
One organization structure that will be communicated in the days leading up to
and immediately following closing. Depending on where you are in the combined
company, you may or may not see significant change in your particular area on
day one. While this may be a final structure in some cases, we should all view
this as an interim “stabilization” structure to get through the period
immediately following closing.We expect the close of the transaction to occur on
March 12, 2010, and if that happens, on Monday, March 15, 2010, we will
officially be Stanley Black & Decker, a globally diversified industrial
company positioned to drive profitable growth.
March 02, 2010 Stanley + Black & Decker Integration
Update Integration Update 10: A Message from Your Integration
Co-Leaders We understand that you have many questions regarding the
next levels of the organization and, while we can’t address every concern today,
we can assure you that we’re following a jointly-developed, jointly-driven
process that holds at its core the best interests for the combined company. We
are fully committed to communicating regularly with you and will answer your
questions, as always, on the Stanley Black & Decker integration
website. Thank you. Brett Bontrager & Tony Milando
Integration Management Office Co-Chairs
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
In
connection with the proposed transaction, Stanley has filed with the Securities
and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (File
No. 333-163509) that includes a joint proxy statement of Stanley and Black &
Decker that also constitutes 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 because they contain important information.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents 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, MD 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 joint proxy statement/prospectus related to the proposed
transaction, which was filed with the SEC on February 2,
2010. 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 joint proxy statement/prospectus related to the proposed
transaction, which was filed with the SEC on February 2, 2010. These
documents can be obtained free of charge from the sources listed
above.
Contacts:
|
The
Stanley Works
|
Black
& Decker
|
|
Kate
White
|
Roger
Young
|
|
(860)
827-3833
|
(410)
716-3979
|
|
kwhite@stanleyworks.com
|
roger.young@bdk.com
|