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
Michael
D. Prado
Vice
President
Global
Supply Management
The
Stanley Works
November
2009
Dear
Valued Supplier:
Recently
we announced that Stanley and Black & Decker have agreed to a merger. This
union brings together two highly complementary companies with a broader array of
products, unsurpassed customer service, and the same commitment to product
quality, innovation and operational excellence that you have come to
expect.
The
continued collaboration between Stanley and key suppliers on lead time
reduction, productivity, and supply chain efficiency remains vital to our
success. We are confident that our future depends on collaborating with the best
suppliers. Until the deal closes you will not see any changes in your day-to-day
dealings with Black & Decker or Stanley. We will continue to operate as
independent companies and your point of contact will remain the
same.
It is
difficult to anticipate all of the questions you may have; however, please do
not hesitate to reach out to your buyers or commodity leaders with any specific
concerns. We will communicate further as information becomes
available.
With
excitement,
/s/
Michael D. Prado, Vice President
Michael
D. Prado, Vice President
Global
Supply Chain Management, The Stanley Works
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.
The
Stanley Works: Global Supply Management, 480 Myrtle Street,
New
Britain, CT 06053
www.stanleyworks.com