Tool manufacturers Stanley Works and Black & Decker Corp. 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.

According to the companies, the combination brings together two highly complementary companies with iconic brands and strong growth prospects.

Founded in 1843, Stanley is a diversified industrial company with a global leadership position in hand tools and strong construction and DIY businesses with well-known brand names such as Stanley, FatMax, Bostitch, Facom, Proto, Mac Tools, Sonitrol, Stanley Security Solutions, Best, and Vidmar.

With roots dating back to 1910, Black & Decker brings a global leadership position in power tools and a diverse product offering under an array of renowned brands including Black & Decker, DeWalt, Porter-Cable, Emhart Teknologies, Kwikset, Baldwin and Price Pfister.

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 percent to Black & Decker’s share price as of Friday, Oct. 30, 2009.

Upon closing, which is expected in the first half of 2010, Stanley shareholders will own approximately 50.5 percent of the equity of the combined company and Black & Decker shareholders will own approximately 49.5 percent. The nine members of the current Stanley Board of Directors will be joined by six new members from Black & Decker’s Board of Directors.

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 the announcement Lundgren said, “This is a unique opportunity to bring together two great companies, each with first-rate brands, and provide enhanced opportunities to generate superior returns as we build on this new, larger platform. Stanley and Black & Decker together will have a comprehensive offering across all major tool categories and greater resources to support continued expansion of our combined security and industrial businesses.”

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.

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

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