Stanley Black & Decker, an S&P 500 global diversified industrial company, announced that it has successfully completed its acquisition of Niscayah Group AB, a leading commercial security and monitoring company specializing in electronic security services and solutions based in Stockholm, Sweden. Stanley Black & Decker is paying SEK18.00 per share and SEK 0.05 per warrant in cash and the total transaction value including assumed financial debt is SEK7.6 billion (USD$1.2 billion).
Stanley Black & Decker, an S&P 500 global diversified industrial company, announced that it has successfully completed its acquisition of Niscayah Group AB, a leading commercial security and monitoring company specializing in electronic security services and solutions based in Stockholm, Sweden. Stanley Black & Decker is paying SEK18.00 per share and SEK 0.05 per warrant in cash and the total transaction value including assumed financial debt is SEK7.6 billion (USD$1.2 billion).
“The completion of our acquisition of Niscayah is an important step in both the ongoing expansion of one of our key growth platforms – Convergent Security Solutions (CSS) – and the diversification of the Company's operations and international presence,” said John F. Lundgren, President and CEO. “The addition of Niscayah to CSS enhances our ability to serve our customers by giving us expanded product offerings and a wider geographic footprint in the highly attractive commercial security sector. We are pleased to have completed this transaction, which we expect to result in substantial synergies and be meaningfully accretive, and now look forward to proceeding with the integration process.”
Stanley Black & Decker expects the transaction to result in annual cost savings of approximately USD$80 million, more than half of which would be realized by the end of year one after closing. The acquisition is also expected to be immediately accretive to Stanley Black & Decker's earnings per share (EPS), with accretion of USD$0.20 in the first year following the transaction and USD$0.45 in the third year following the transaction, excluding acquisition-related charges of $60 - $80 million which will largely be incurred during year one. The acquisition was funded with Stanley Black & Decker's existing offshore cash resources with no additional debt or equity issuances.
The acquisition of Niscayah will provide modest EPS accretion in 2011, as the bulk of the cost synergy projects impacting year one will commence in late 2011 or 2012.
As of today, September 9, 2011, the shares tendered in the tender offer for Niscayah, together with the shares acquired outside of the tender offer, represent approximately 95.1 percent of the outstanding shares in Niscayah (on a fully diluted basis). All shares that were properly tendered have been accepted for purchase. Beginning today, payment for these tendered shares will be made in accordance with the terms of the tender offer. The tender offer for the remaining 4.9 percent of shares remains open until September 23, 2011.
As Stanley Black & Decker holds more than 90 percent of the shares of Niscayah, the Company intends to initiate a compulsory acquisition procedure under the Swedish Companies Act to acquire all remaining shares in Niscayah. The Company also intends to act to have the class B shares in Niscayah delisted from NASDAQ OMX Stockholm.