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
FOR IMMEDIATE RELEASE
Stanley
and Black & Decker Set March 12 For Shareholders Meetings On
Combination
New Britain, CT, and Towson, MD,
February 2, 2010 – The Stanley Works
(NYSE: SWK) and The Black & Decker Corporation (NYSE: BDK) today announced
that both companies will hold special shareholders meetings on March 12, 2010 to
vote on the combination of their businesses to form a global diversified
industrial leader. The joint proxy statement of both Stanley and Black &
Decker is expected to be mailed to Stanley and Black & Decker shareholders
commencing on or about February 4, 2010.
Stanley
shareholders who owned Stanley common stock at the close of business on January
11, 2010, can vote at and attend the Stanley special meeting at Stanley’s
headquarters in New Britain, CT at 9:00 a.m. EST on March 12, 2010. Black &
Decker shareholders who owned Black & Decker common stock at the close of
business on January 11, 2010, can vote at and attend the Black & Decker
special meeting at the Washington Dulles Airport Marriott, 45020 Aviation Drive,
Dulles, VA at 9:00 a.m. EST on March 12, 2010.
Shareholders
are encouraged to read the proxy materials in their entirety as they provide,
among other things, a discussion of the reasons behind the recommendation of
each company’s board of directors that shareholders vote “FOR” the approval of
the proposed combination.
About
The Stanley Works
The
Stanley Works, an S&P 500 company, is a diversified worldwide supplier of
tools and engineered solutions for professional, industrial, construction and
do-it-yourself use, and security solutions for commercial applications. More
information about The Stanley Works can be found at
http://www.stanleyworks.com.
About The Black & Decker
Corporation
Black
& Decker is a leading global manufacturer and marketer of power tools and
accessories, hardware and home improvement products, and technology-based
fastening systems. More information about Black & Decker can be
found at http://www.bdk.com.
Additional
Information
In
connection with the proposed transaction, Stanley has filed with the Securities
and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (File
No. 333-163509) that includes a joint proxy statement of Stanley and Black &
Decker that also constitutes 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 because they contain important information.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents 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, MD 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,
its proxy statement for its 2009 Annual Meeting, which was filed with the SEC on
March 20, 2009, and the joint proxy statement/prospectus related to the proposed
transaction, which was filed with the SEC on February 2,
2010. 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,
its proxy statement for its 2009 Annual Meeting, which was filed with the SEC on
March 16, 2009, and the joint proxy statement/prospectus related to the proposed
transaction, which was filed with the SEC on February 2, 2010. These
documents can be obtained free of charge from the sources listed
above.
Contacts:
| The Stanley Works | Black & Decker | |
| Kate White | Roger Young | |
| (860) 827-3833 | (410) 716-3979 | |
| kwhite@stanleyworks.com | roger.young@bdk.com |