Black & Decker, The Stanley Works $4.5B Merger Moves Corp. HQ to CT

Previously competitors, The Stanley Works (NYSE:SWK) and Towson-based The Black & Decker Corporation (NYSE:BDK), a global manufacturer and marketer of power tools and accessories, have entered into a definitive merger agreement to create Stanley Black & Decker, an $8.4 billion global industrial leader in an all-stock transaction valued at approximately $4.5 billion.

The combined company will retain a presence in both Connecticut and Maryland, with its corporate headquarters in New Britain and the Power Tools headquarters remaining in Towson.

Upon closing, which is expected in the first half of 2010, Stanley shareholders will own approximately 50.5% of the equity of the combined company and Black & Decker shareholders will own approximately 49.5%. The nine members of the current Stanley Board of Directors will be joined by six new members from Black & Decker's Board of Directors. Under the terms of the transaction, which has been approved by the boards of directors of both companies, Black & Decker shareholders will receive a fixed ratio of 1.275 shares of Stanley common stock for each share of Black & Decker common stock they own, representing an implied premium of 22.1% to Black & Decker's share price as of Friday, October 30, 2009.

John F. Lundgren, Chairman and Chief Executive Officer of Stanley, will be President and Chief Executive Officer of the combined company. Nolan D. Archibald, Chairman, President, and Chief Executive Officer of Black & Decker, who has been CEO for 24 years, will be Executive Chairman of the combined company for three years.

In addition to Messrs. Lundgren, Archibald, and Loree, Stanley Vice President and Chief Financial Officer Donald Allan, Jr. will be part of the executive team as Senior Vice President and Chief Financial Officer of the combined company, and key members of both the Stanley and Black & Decker executive teams will hold positions in the combined organization. An Integration Steering Committee has been identified to oversee bringing together the two companies after closing and will be co-chaired by Mr. Archibald and Mr. Lundgren.

Additional information on the transaction can be found at www.stanleyblackanddecker.com.

The transaction is subject to customary regulatory approvals and closing conditions and requires the approval of Stanley and Black & Decker shareholders. Deutsche Bank and Goldman, Sachs & Co. acted as Stanley's financial advisors and Cravath, Swaine & Moore LLP acted as Stanley's legal counsel. Black & Decker's financial advisor was J.P. Morgan Securities Inc. and its legal advisors were Hogan & Hartson LLP and Miles & Stockbridge P.C.

The management of both companies will host a joint conference call and live webcast on Tuesday, November 3, 2009 at 8:30 a.m. ET to discuss this announcement. The companies welcome all members of the investment community to listen to the call live by dialing into (877) 218-1796 in the U.S. or (574) 941-1407 outside the U.S. and providing the passcode: 38642483. The live webcast of the call can be accessed at www.stanleyblackanddecker.com, www.stanleyworks.com and www.blackanddecker.com. An audio replay of the call will be available approximately three hours after the call's conclusion through Tuesday, November 17th, and can be accessed by calling (800) 642-1687 in the U.S. or (706) 645-9291 outside the U.S. and entering the passcode: 38642483.

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.

Black & Decker is a leading global manufacturer and marketer of power tools and accessories, hardware and home improvement products, and technology-based fastening systems.