Securitas AB (OM:SECU B) signed a definitive agreement to acquire Electronic security solutions and healthcare solutions businesses of Stanley Black & Decker, Inc. (NYSE:SWK) for $3.2 billion on December 8, 2021. The purchase price will be increased or decreased to the extent the amount of working capital of the business as of the closing is higher or lower than the target working capital amount specified in the acquisition agreement and decreased by the amount of net indebtedness as of the closing. The acquisition will be funded through an underwritten bridge facility provided by SEB which will be refinanced after completion by a mix of equity and long-term debt. The equity component of the refinancing will come from the proceeds of a rights issue amounting to $915 million, to be determined in SEK when the rights issue is resolved. The acquisition is subject to customary regulatory approvals, expiration of waiting periods or receipt of clearances pursuant to applicable antitrust laws and foreign investment and closing. The transaction has been approved by the Boards of Directors of Stanley Black & Decker and Securitas and expected to complete in the third quarter of 2022. As of July 14, 2022, Securitas announced that it has been granted the required regulatory approvals for the deal. Net proceeds from the sale are expected to be used to fund, in part, an approximately $4 billion share repurchase which is planned to be completed in 2022. The transaction is expected to close around July 22, 2022. The transaction is expected to be accretive to the earnings per share in the first full year post completion.

Morgan Stanley & Co. International Plc acted as financial advisor to Securitas. K&L Gates and Mannheimer Swartling Advokatbyrå acted as legal advisors. Paul Tiger, Ethan Klingsberg, Andrea Basham, Lori Goodman, Mena Kaplan, Robert Scarborough, Justin Stewart-Teitelbaum, Valeria Losco, Morgan Marmaro, Aimen Mir, Christine Laciak, Christine Lyon and Kyle Lakin of Freshfields Bruckhaus Deringer US LLP, Andrew Hutchings, Alastair Chapman, Michele Davis, Andrew Murphy, May Smith, Deborah Janssens, Satya Staes Polet, Nikolaas Van Robbroeck, David Franco and Ignacio Borrego of Freshfields Bruckhaus Deringer LLP and Guillemette Burgala, Sami Jebbour, Jérôme Philippe, Gwen Senlanne, Vincent Daniel-Mayeur and Christel Cacioppo of Freshfields Bruckhaus Deringer (France) all acted as legal advisors to Stanley Black & Decker. Evercore acted as financial advisor to Stanley Black & Decker. BofA Securities acted as a financial advisor to Stanley Black & Decker. Citigroup Global Markets Inc. acted as financial advisor to the Stanley Black & Decker, Inc. PwC Société d'Avocats acted as due diligence provider and PricewaterhouseCoopers LLP acted as accountant to Securitas.

Securitas AB (publ) (OM:SECU B) completed the acquisition of Electronic security solutions and healthcare solutions businesses of Stanley Black & Decker, Inc. (NYSE:SWK) on July 22, 2022. Net proceeds from the sale are expected to fund debt reduction and the $2.3 billion share repurchase completed in the first quarter.