Stanley Black & Decker (SWK), in a pursuit to acquireSweden-based Niscayah, finally announced that it is on the verge of completing the deal satisfying all the conditions laid down therewith.
In the month of June, Stanley had proposed to acquire all the common shares and warrants of Niscayah for SEK18.00 per share and SEK0.05 per warrant in cash, through a tender offer by a wholly-owned subsidiary SBD Holding AB.
Settlement for shareholders and warrant holders who accepted the offer by September 1, 2011 will be done starting September 9. Stanley has further extended the offer period to September 23, providing opportunity to those who have not accepted the offer as yet. Settlement for the same will be done on September 30.
The shares tendered in the offer and the shares acquired outside of the offer, represent roughly 94.9% of the outstanding shares and approximately 96.4% of the total number of votes in Niscayah. As of September 1, SBD Holding AB received acceptance for approximately 74.8% of the outstanding shares and 82.2% of the total votes in Niscayah.
Additionally, SBD Holding AB has purchased roughly 20.1% of the outstanding shares and approximately 14.2% of the total number of votes in Niscayah, at prices not exceeding SEK 18.00.
To acquire all remaining shares in Niscayah, SBD Holding intends to initiate a compulsory acquisition procedure under the Swedish Companies Act along with an act to delist Niscayah Class B shares from NASDAQ OMX Stockholm.
Through Niscayah, Stanley expects to enhance its existing security product offerings and also expand its footprint in the international market. The merger is expected to save approximately $80 million, more than half of which would be realized by the end of year one after closing. Moreover, the acquisition will be EPS-accretive by $0.20 in year one and $0.45 by year three, excluding the acquisition related charges of $60-$80 million. Stanley will fund the acquisition through its offshore cash resources.
Niscayah is a leading commercial security and monitoring company specializing in electronic security services and solutions and is gaining a foothold across Europe and the Nordic Region, as well as in the United States.
We currently maintain our Neutral recommendation on Stanley, New Britain based manufacturer of tools and engineered security solutions.
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