STANLEY BLACK & DECKER, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
The Purchaser will acquire the Business for a purchase price of
U.S.
The Closing is subject to certain customary closing conditions, including
(1) the expiration of waiting periods or receipt of clearances pursuant to
applicable Antitrust Laws and foreign investment Laws (in each case as defined
in the Acquisition Agreement), including the clearance of the transaction by the
The Acquisition Agreement contains termination rights for each of the Company
and Purchaser, including the right to terminate if the transactions contemplated
by the Acquisition Agreement have not been completed by
In the Acquisition Agreement, the Company and Purchaser have made customary representations and warranties and have agreed to customary covenants relating to the sale of the Business. From the date of the Acquisition Agreement until the Closing, the Company is required to use commercially reasonable efforts to operate the Business in the
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ordinary course of business and to comply with certain covenants regarding the operation of the Business. For three years following the Closing Date, the Company has agreed not to, directly or indirectly, engage in certain activities competitive with the Business, as detailed in the Acquisition Agreement.
Subject to certain limitations, the Company and Purchaser have agreed to indemnify each other for losses arising from certain breaches of post-closing covenants contained in the Acquisition Agreement and certain other assumed or retained liabilities, as applicable.
The Company currently expects the Acquisition to close in the first half of 2022, subject to satisfaction of the closing conditions described above.
The foregoing summary of the Acquisition Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Acquisition Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference. The Acquisition Agreement has been filed to provide investors and securityholders with information regarding its terms and conditions. It is not intended to provide any other information about the Company or the Acquisition. The Acquisition Agreement contains representations, warranties, and covenants of the parties thereto made to and solely for the benefit of each other, and such representations, warranties, and covenants may be subject to materiality and other qualifiers applicable to the contracting parties that differ from those that may be viewed as material to investors. The assertions embodied in those representations, warranties, and covenants are qualified by information in confidential disclosure schedules that the Company delivered in connection with the execution of the Acquisition Agreement and were made as of the date of the Acquisition Agreement, except those made as of another specified date. Accordingly, investors and securityholders should not rely on the representations, warranties, and covenants as characterizations of the actual state of facts. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Acquisition Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the Company's beliefs about future events and financial performance. Forward-looking statements are identifiable by words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements made in this Current Report on Form 8-K include, but are not limited to, statements concerning consummation of the Acquisition.
You are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future events and involve risks, uncertainties and other known and unknown factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by such forward-looking statements, including, but not limited to, the failure to consummate, or a delay in the consummation of, the Acquisition for various reasons including but not limited to failure to receive, or delay in receiving, required regulatory approvals and failure to meet other customary closing conditions.
Forward-looking statements made herein are also subject to risks and
uncertainties, described in the Company's 2020 Annual Report on Form 10-K, its
subsequently filed Quarterly Reports on Form 10-Q; and other filings the Company
makes with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits 2.1* Acquisition Agreement by and betweenStanley Black & Decker, Inc. and Securitas AB, dated as ofDecember 8, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K and the Company agrees to furnish supplementally to the
copy of any omitted schedules or exhibits upon request.
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