STANLEY CUSTOMER
Q&A
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1.
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What
does this transaction mean for me?
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This is a
highly attractive proposition for you, as we expect you will benefit from the
combined company’s more comprehensive array of products and services,
world-class innovation processes and commitment to operational
excellence. Upon close, the combined company will have greater scale
in hand and power tools and storage, mechanical and electronic security, as well
as a continued strong presence in engineered fasteners and
faucets. Your satisfaction is a top priority for both Stanley and
Black & Decker and we will continue to provide you with the highest quality
service and products through this entire process and into the
future.
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2.
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Will
there be changes in the operations of your business prior to the
transaction’s close?
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Both
Stanley and Black & Decker will continue to operate independently,
with business as usual, until the close of the transaction, at which point
we expect there to be a smooth, seamless transition. Rest assured that
both companies will continue to provide you with the highest quality
products and services throughout this entire process and into the future
after the close.
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3.
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Will
you begin any joint marketing programs prior to
completion?
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No. Until
the transaction receives regulatory and shareholder approval, both
companies will continue to pursue their respective marketing programs and
other business activities exactly as
before.
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4.
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Will
my point-of-contact at Stanley or Black & Decker
change?
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Your
point-of-contact will remain the same through the close of the transaction. If
there are any changes as we work to integrate our two companies, we will inform
you as quickly as possible and ensure that our service to you will remain our
top priority.
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5.
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Will
my contract with Stanley or Black & Decker
change?
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No,
all of Stanley and Black & Decker’s contracts will be
honored. As we work to integrate the two companies after the
close of the transaction, we expect to identify ways to better serve our
customers.
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6.
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What
should I do if I am contacted by both a Black & Decker and a Stanley
salesperson before your merger is
completed?
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Your
contacts will remain the same. You should continue to interact with your
usual representative at each company. It is business as usual until our
transaction closes, which we expect will be in the first half of
2010. Each company will continue with its normal sales and
marketing activities until the merger is
complete.
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7.
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When
do you expect the transaction to
close?
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The transaction is expected to close in
the first half of 2010.
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8.
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Where
can I get more information or who can answer questions I may
have?
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If you
have additional questions, please feel free to contact your regular Stanley
representative.
# # #
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
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.