Stanley Black & Decker Announces Offer to Acquire Niscayah

Stanley Black & Decker recently announced that it has made an offer to acquire all of the outstanding common stock and warrants of Niscayah, a commercial security and monitoring company specializing in electronic security services and solutions based in Stockholm, Sweden, for SEK18.00 per share in cash.
 
The total transaction value including assumed financial debt would be SEK7.6 billion ($1.2 billion).
 
The offer represents a 47 percent premium to Niscayah's closing price prior to the disclosure of Securitas AB's offer to acquire Niscayah on May 16, 2011, a 24 percent premium to the current value of Securitas AB's all-stock offer and a 15 percent premium to Niscayah's stock price at close on June 23rd, 2011.
 
The independent committee of Niscayah's Board has unanimously recommended that Niscayah shareholders and warrant holders accept the offer. Niscayah shareholders representing approximately 19.5 percent of Niscayah shares have committed to accept the offer under certain conditions.
 
Stanley Black & Decker expects the transaction to result in annual cost savings of approximately $80 million, more than half of which would be realized by the end of year one after closing.  
 
President and CEO, John F. Lundgren, commented, “Our offer to acquire Niscayah is consistent with our strategy to build on our attractive growth platforms and create value for Stanley Black & Decker shareholders.  Niscayah is a company we know well and is an ideal fit with our Convergent Security Solutions business as it brings complementary geographic strength and services, affords substantial synergies, strengthens our customer value proposition and enhances our growth potential in the highly attractive commercial security sector.  We are providing all Niscayah shareholders the opportunity to receive an all-cash, superior offer at a significant premium, and we are very pleased to have the unanimous recommendation of the independent committee of Niscayah's board and the support of two major shareholders.”
 
Lundgren continued, “This acquisition also provides us with an excellent opportunity to utilize our offshore cash for a transaction that is expected to produce meaningful EPS accretion immediately.  Our electronic security solutions team has requisite skills and experience to integrate Niscayah successfully as they have with HSM, Sonitrol, Générale de Protection, and most recently, ADT France.”
 
The offer is subject to customary conditions for a public offer in Sweden, including anti-trust approvals and the acceptance of the Offer to such an extent that Stanley Black & Decker becomes the owner of more than 90 percent of the total number of shares in Niscayah. The transaction is expected to close in September 2011.

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