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Stanley Black and Decker completes sale to Spectrum Brands

Jan. 4, 2013 – Stanley Black and Decker has announced today it has completed the previously announced sale of its Hardware and Home Improvement Group to Spectrum Brands Holdings for $1.4 billion in cash. As previously disclosed, this tax-efficient transaction is expected to generate after-tax cash proceeds of $1.3 billion.


January 4, 2013
By Stanley Black and Decker

Jan. 4, 2013 – Stanley
Black and Decker
has announced today it has completed the previously announced
sale of its Hardware and Home Improvement Group to Spectrum Brands Holdings
for $1.4 billion in cash. As
previously disclosed, this tax-efficient transaction is expected to generate
after-tax cash proceeds of $1.3 billion.

Over 50 percent of the proceeds will
be used to repurchase shares and a smaller portion will go towards modest debt reduction. The company will reinvest the remaining proceeds,
together with existing offshore capital, to fund the previously announced
Infastech acquisition, which is expected to close in the next 45 days. Also as
previously communicated, the company expects modest earnings per share dilution
of $0.10 to $0.20 in 2013 which represents the net result of the sale of HHI
partially offset by the favorable impact of the share repurchases and accretion
from Infastech. Stanley Black and Decker plans to disclose exact details of
the estimated financial effects of these transactions on 2013 results when it
announces its fourth quarter and full-year 2012 results and provides 2013
guidance in late January. The company’s
2012 full-year financial results will be adjusted to exclude the results of
HHI, representing approximately $0.65 of EPS. Other than the exclusion of HHI,
the company’s previously provided 2012 guidance for continuing operations
(excluding Merger and Acquisition charges) remains unchanged and hence is
$4.60, implying a fourth quarter 2012 EPS of $1.28. The company is also
reiterating 2012 free cash flow guidance of $1.2 billion, excluding M&A
charges. The
company plans to furnish an 8-K filing in early January to provide recasted
results on a quarterly basis for 2011 and the first, second and third quarters
of 2012 to exclude the results of HHI. Spectrum Brands’ acquisition of HHI also
includes certain assets of Tong Lung Metal Industry Co., a Taiwanese
manufacturer of residential and commercial locksets with facilities in Taiwan
and the Philippines. Of the $1.4 billion cash purchase price, $100 million is
being held in escrow pending the subsequent closing of the Tong Lung portion of
the HHI acquisition, which is expected to occur in the first quarter of 2013.

Related Link
www.blackanddecker.com