Stanley Black & Decker, Inc. · NYSE:SWK
Stanley Black & Decker — Merger or Acquisition (June 2011)
13 slides from Stanley Black & Decker's merger presentation, Jun 27, 2011
Slide 1: Recommended Offer to Acquire Niscayah
Exhibit 99.3 RECOMMENDED OFFER TO ACQUIRE NISCAYAH June 27, 2011
Slide 2: Cautionary Statements
Cautionary Statements Stanley Black & Decker makes forward-looking statements in this presentation which represent its expectations or beliefs about future events and financial performance. Forward-looking statements are identifiable by words such as "believe," "anticipate," "expect," "intend," "pla
Slide 3: A Compelling Opportunity
A Compelling Opportunity • Consistent With Strategy To Expand Electronic Security Footprint In Europe • Diversifies Business Mix, Geographic Reach, Improves Value Proposition & Provides Scale Strategic • Opportunity To Capitalize On Honed & Proven Global Integration Skills – Leverage Successful HSM,
Slide 4: Transaction Details
Transaction Details • Swedish Public Company (OMX: NISC) With ~$1B Of Revenue (85% Europe / 15% U.S.) Niscayah • Strong European Presence In Commercial Security: Access Control, Video Surveillance, Intrusion And Fire Overview Protection – Spun-off From Securitas AB Group In 2006 Securitas AB’s • On
Slide 5: Niscayah Business Overview
Niscayah Business Overview Description Solutions By Technology • Commercial Security Solutions Provider Specializing In: Access Video Intrusion Fire Alarm – Video Surveillance, Access Control, Intrusion Alarms & Control Surveillance Protection Systems Fire Alarm Systems – Design & Installation Servi
Slide 6: A Premier Commercial Security Franchise With Global Scale
A Premier Commercial Security Franchise With Global Scale Niscayah 2010 Sales By Segment Niscayah 2010 Sales By Geography Monitoring Other RoW 3% France 10% 9% Rest Of Europe 9% 33% U.S. 47% Maintenance Installation 15% Recurring 37% 50% (RMR) Nordic Region 34% Pro Forma Total Stanley Convergent Sec
Slide 7: Excellent Fit With CSS Growth Strategy
Excellent Fit With CSS Growth Strategy Complementary Services & End Users • Creates A Leading Security Solutions Provider To Government, Financial, Healthcare And Retailer End Markets On Two Continents – Enhances Penetration In Fire Monitoring And Into Financial Verticals • Complementary Geographic
Slide 8: Significant Synergy Potential
Significant Synergy Potential • Robust Opportunity – ~$80 Million • ~4.5% Of Combined Niscayah/CSS Revenues • >50% Achievable In Year 1 SG&A COGS • Sales Teams And Operations Consolidation • Migrate Niscayah North American Hardware To • Public Company And Administrative Costs CSS Supply Base • Migra
Slide 9: Successful Integration Track Record
Successful Integration Track Record Historical Security Acquisition OM% Improvement Post- ~2,500 Bps By Y/E 2011: 21 Months SWK Integration Post-Acquisition (Mid-Teens OM%) FACOM: 350 Bps OM% Improvement In Pan-European Integration Of IAR Business In 2006 1,800 Bps (In 15 Months) ADT France: Case St
Slide 10: Black & Decker Integration Scorecard
Black & Decker Integration Scorecard $460 Million (Annualized Run Rate*) Category Original Current View Confidence Level Year 3 Goal Cost Synergies $350 Million $425 Million High (By 3/2013) (By 2012) Revenue TBD $300 - $400 M High Synergies (By 2013) Free Cash Flow $1 Billion $1.1 Billion High (In
Slide 11: Pro Forma Financial Impact & Timing
Pro Forma Financial Impact & Timing Year 1 Year 2 Year 3 Niscayah OM % Expected Cost ~$45M ~$35M • Current Niscayah OM%= 6% Synergies • CSS Average OM%= Mid-To-High Teens Adjusted • Expect To Improve Niscayah OM EPS +$0.20 +$0.45 To CSS Average By Year 3 Impact* *Before expected one-time costs of $6
Slide 12: Summary
Summary Compelling, Strategic, Accretive Transaction • Financed Completely With Offshore Cash Earning 50bps • Will Not Interfere With Black & Decker Integration Excellent Fit With CSS/Security Vision To Expand Presence In Europe • Provides Scale, Geographic Balance, Solid Platform For Consolidation
Slide 13: Recommended Offer to Acquire Niscayah
RECOMMENDED OFFER TO ACQUIRE NISCAYAH June 27, 2011
Stanley Black & Decker — Merger or Acquisition (June 2011) on 6ix