NEW BRITAIN, Conn. (AP) _ Tool maker Stanley Black & Decker Inc.
said Monday it has offered almost $1.04 billion for the Swedish
commercial security and monitoring company Niscayah Group AB,
topping a competing bid.

The offer amounts to roughly $2.78 per share, or 18 Swedish
krona, Stanley said, and added that is 15 percent above Niscayah’s
closing price on Friday. Stanley also disclosed it had acquired a
5.8 percent stake in the company.

In addition to what it has offered for Niscayah’s shares, New
Britain, Conn.-based Stanley said it would assume $163 million of
Niscayah debt.

Stanley said its offer is a 24 percent premium over a May 16 bid
for Niscayah by Securitas AB, a global securities services firm
based in Stockholm.

An independent committee of Niscayah’s board has recommended
that shareholders and warrant holders approve the deal, and
shareholders representing about 19.5 percent of Niscayah’s stock
have committed to the offer, Stanley Black & Decker said.

“We take note of the competing bid and are evaluating the
situation,” Securitas spokeswoman Gisela Lindstrand told The
Associated Press. “Our offer stands. We see no reason to change

“We are not ready to enter some kind of negotiation process
with a competing bid,” she added.

Later in the day, Stanley disclosed its Swedish subsidiary had
acquired 21 million Class B Niscayah shares, or 5.8 percent of the
company’s outstanding shares, for prices at or below the price in
its offer. It said the purchases reflect its commitment to its
buyout offer.

Niscayah’s 2011 revenue is estimated at $1 billion, and Stanley
Black & Decker said the company could complement its own security
product offerings. Niscayah’s business is in Europe and the Nordic
region, as well as the U.S., the company’s statement said.

Stanley expects cost savings of about $80 million from combining
the two companies, with more than half realized within a year after
closing. The deal is expected to add 20 cents per share to Stanley
Black & Decker’s earnings in the first year and 45 cents by year
three, including acquisition charges of $60 million to $80 million,
the company said.

Stanley Black & Decker would pay for the acquisition with
existing offshore cash resources, the company said.

The company expects the deal, which is subject to regulatory
approvals, to close in September.

Stanley’s shares rose 14 cents to $69.42 in afternoon trading
Monday after rising as high as $71.01 earlier in the day.

Janney Capital Markets analyst James Lucas wrote in a note to
investors Monday that Stanley needs 90 percent of the Niscayah
shareholders to approve the deal for it to go through. Stanley
ended the first quarter with nearly $2 billion in cash, most of
which is in Europe, he wrote.

Lucas wrote that although Stanley’s integration of Black &
Decker is ongoing, Stanley has the managerial ability to pursue
other acquisitions.

(Copyright 2011 by The Associated Press.  All Rights Reserved.)


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