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
Integration
Team Members Named
Following the
exciting and historic announcement that we have agreed to
combine our
company with Black & Decker, I would like to take a moment to
update you on our
integration progress, and let you know how that may affect
you
in the coming weeks and months.
Acquisition
integration has become a publically recognized core competency
at
Stanley. We have completed 56 acquisitions since 2002, and we have
learned
many valuable lessons that have helped us refine our process. Our integration
methodology is built on people, process and value creation. It is a process that
drives a culture of excellence and inclusion, and one that holds integrity, respect,
and accountability above all else. It is a process that has successfully driven
tangible results and one we are confident will continue to drive value for the
combined Stanley Black & Decker post-merger. Fundamentally, our integration
process is built on the belief that one plus one can be greater than two, and we
have every reason to expect that will be the case with this integration.
many valuable lessons that have helped us refine our process. Our integration
methodology is built on people, process and value creation. It is a process that
drives a culture of excellence and inclusion, and one that holds integrity, respect,
and accountability above all else. It is a process that has successfully driven
tangible results and one we are confident will continue to drive value for the
combined Stanley Black & Decker post-merger. Fundamentally, our integration
process is built on the belief that one plus one can be greater than two, and we
have every reason to expect that will be the case with this integration.
The
chart attached outlines the core of that process—the Integration
Steering
Committee, Integration Management Office, and Integration Teams, as well as the
leaders from both Stanley and Black & Decker who will direct those teams.
Committee, Integration Management Office, and Integration Teams, as well as the
leaders from both Stanley and Black & Decker who will direct those teams.
We
have asked Brett
Bontrager, President of
Stanley Convergent Security
Solutions (CSS)
and Vice President of Business Development, to co-chair the
Integration Management Office. Brett has successfully led several integrations and
has played a role in the majority of those 56 acquisitions, including our largest to
date, Facom Tools. We recognize that integrating Stanley and Black & Decker is a
monumental task, so we have reorganized the Stanley CSS team under Brett to
ensure that Brett and his team can focus on the task at hand while continuing to
drive growth and profitability at CSS. A chart outlining the CSS organization is also
appended for reference.
Integration Management Office. Brett has successfully led several integrations and
has played a role in the majority of those 56 acquisitions, including our largest to
date, Facom Tools. We recognize that integrating Stanley and Black & Decker is a
monumental task, so we have reorganized the Stanley CSS team under Brett to
ensure that Brett and his team can focus on the task at hand while continuing to
drive growth and profitability at CSS. A chart outlining the CSS organization is also
appended for reference.
Tony
Milando, Global Vice
President, Operations for the Black & Decker Power
Tools business has been selected to co-chair the integration efforts for Black &
Decker. Tony is a global leader with a successful track record of directing numerous
complex organizations including sourcing, finance and operations. His broad
business experience and functional knowledge position him well to address the
challenges and opportunities of the integration.
Tools business has been selected to co-chair the integration efforts for Black &
Decker. Tony is a global leader with a successful track record of directing numerous
complex organizations including sourcing, finance and operations. His broad
business experience and functional knowledge position him well to address the
challenges and opportunities of the integration.
Tony
and Brett will be joined in the Integration Management Office by a team
of
senior executives
who have proven their ability to deliver results.
1
December 17
2009
The Integration Management Office will include:
• Bert
Davis, Senior Vice
President of Business Transformation and CIO, who will
be focused on Information Systems for the new combined entity and will also
serve as Integration Team Leader for IT
be focused on Information Systems for the new combined entity and will also
serve as Integration Team Leader for IT
• Lee
McChesney, Chief Financial
Officer of Stanley Mechanical Access
Solutions, who will be the finance lead for the integration and will be
responsible for tracking synergy achievement and costs as well as oversight of
the integration of the combined finance organizations including accounting,
finance, tax and treasury organizations.
Solutions, who will be the finance lead for the integration and will be
responsible for tracking synergy achievement and costs as well as oversight of
the integration of the combined finance organizations including accounting,
finance, tax and treasury organizations.
• Joe
Voelker, Vice President
of Human Resources, who will be focused on HR
initiatives and on driving HR processes at the combined companies as well as
oversight of the integration of the combined human resources organizations. As
part of this role, Joe will also lead communications efforts regarding integration.
initiatives and on driving HR processes at the combined companies as well as
oversight of the integration of the combined human resources organizations. As
part of this role, Joe will also lead communications efforts regarding integration.
2
December 17
2009
There
will be 13 specific integration teams; each of these will be co-chaired by
an
executive of Stanley and of Black & Decker. These teams will develop the detailed
plans to integrate the two companies, capture the synergies and provide the platform
for future growth. In order to keep the businesses focused on their customers and on
their operational and strategic commitments, the synergy teams will coordinate with,
but be managed separately from, line operations.
Integration Team Leaders will include:
executive of Stanley and of Black & Decker. These teams will develop the detailed
plans to integrate the two companies, capture the synergies and provide the platform
for future growth. In order to keep the businesses focused on their customers and on
their operational and strategic commitments, the synergy teams will coordinate with,
but be managed separately from, line operations.
Integration Team Leaders will include:
|
TEAM
|
STANLEY
LEADER
|
BLACK
& DECKER
LEADER |
TEAM
|
STANLEY
LEADER
|
BLACK
& DECKER
LEADER |
|
Executive
Team
|
John
Lundgren
Jim
Loree
|
Nolan
Archibald
|
Distribution
|
Henk
Vyncke
|
Joseph
Shewmaker
|
|
Integration
|
Brett
Bontrager
|
Tony
Milando
|
Finance
|
Lee
McChesney
|
Flor
Andres
|
|
Corporate
|
Corbin
Walburger
|
Gregory
Repas
|
HR/Comms
|
Joe
Voelker
|
Troy
Closson
|
|
CDIY/WWPTA
|
Chris
Harrison
|
Jamie
Raskin
|
IT
|
Bert
Davis
|
Will
Kostelecky
|
|
Industrial
(IAR)
|
Denise
Nemchev
|
Kirk
Stinson
|
Lat.
America
|
Marti
Correa
|
Grethel
Kunkel
|
|
Emhart/SAT
|
Brendan
Logue
|
Marty
Schnurr
|
EMEA
|
Jamie
Ritter
|
Mike
Allan
|
|
Hardware
|
Robert
Raff
|
Greg
Gluchowski
|
Asia
|
Jeff
Chen
|
Joe
Linguadoca
|
|
Sourcing
|
Mike
Prado
|
Vishak
Sankaran
|
|
|
|
In
addition, we have retained Bain & Company, who has supported hundreds
of
successful mergers
and was involved in the successful Facom Tools integration in
2006.
Bain will support the overall integration process and provide
analytical
support, tools,
experience and objectivity as we go through this process.
Bain’s approach
stands on the same three pillars on which we have founded our
integration
process:
•
Capture the value in the transaction
•
Ensure we retain the best characteristics of both companies
•
Focus the integration process on key decisions to minimize distractions in
the
base
business
The
integration will be overseen by the Integration Steering Committee, which,
in
addition to Nolan Archibald and myself as co-chairs, will be comprised of Jim Loree,
Don Allan, Mark Mathieu, and Massimo Grassi. We will have weekly team meetings,
Integration Management Office meetings and Steering Committee meetings, and
we are committed to communicating our progress to you.
addition to Nolan Archibald and myself as co-chairs, will be comprised of Jim Loree,
Don Allan, Mark Mathieu, and Massimo Grassi. We will have weekly team meetings,
Integration Management Office meetings and Steering Committee meetings, and
we are committed to communicating our progress to you.
While
we will have dedicated integration teams, the execution of the
integration
plan
will be carried out by the businesses and their capable teams. This
integration
will
touch us all in some way, and while the integration team will be focused
on
driving the
process and supporting the business leaders, many of you will be
asked
to
contribute to our integration initiatives. Until then, however, we ask that each
of
you
continue to focus on our customers and our core business.
Integrating our
two great companies will undoubtedly be a challenging task, and
there
will be unanticipated pitfalls and unintended roadblocks. But the
dedication
and commitment to execution that you’ve shown gives us confidence that you will
rise to this challenge, and you will unlock the potential value that will come from
combining these two companies.
and commitment to execution that you’ve shown gives us confidence that you will
rise to this challenge, and you will unlock the potential value that will come from
combining these two companies.
Thank
you.
John
Lundgren
3
December 17
2009
4
8 SWK Co-Chair:
Bontrager,
Brett
8 BDK Co-Chair:
Milando,
Tony
Clean
Team
8 SWK Co-Chair:
Lundgren,
John
8 BDK Co-Chair:
Archibald,
Nolan
8 Loree,
Jim
8 Grassi,
Massimo
8 Allan,
Don
8 Mathieu,
Mark
IT:
Davis,
Bert
Finance:
McChesney,
Lee
CDIY
and
WWPTA
WWPTA
SWK:
Harrison,
Chris
Chris
BDK:
Raskin,
Jamie
SWK:
Raff, Robert
Raff, Robert
BDK:
Gluchowski,
Greg
Gluchowski,
Greg
SWK:
Walburger,
Corbin
Walburger,
Corbin
BDK:
Repas,
Gregory
Industrial
(IAR)
(IAR)
SWK:
Nemchev,
Denise
Denise
BDK:
Stinson,
Kirk
Sourcing SWK:
Prado, Mike / BDK: Sankaran, Vishak
Finance SWK:
McChesney, Lee / BDK: Andres, Flor
Distribution SWK:
Vyncke, Henk / BDK: Shewmaker, Joseph
HR/Comms SWK:
Voelker, Joe / BDK: Closson, Troy
IT SWK:
Davis, Bert / BDK: Kostelecky, Will
Primary Shared Services
Team:
EMEA Shared Services:
SWK: Ritter,
Jamie / BDK: Allan, Mike
Latin America Shared Services:
SWK: Correa,
Marti / BDK: Kunkel, Grethel
Asia Shared Services:
SWK:
Chen, Jeff / BDK: Linguadoca, Joe
HR/Comms:
Voelker, Joe
SWK:
Logue,
Brendan
Brendan
BDK:
Schnurr,
Marty
Emhart
and
SAT
SAT
1
4
3
2
Hardware
(MAS, HHI)
(MAS, HHI)
Corporate
5
Integration
Structure & Leadership
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.