Stanley Black & Decker Inc., New Britain, Conn., announced on July 18 the expiration of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its previously announced offer to acquire all of the class A and class B shares and warrants of Niscayah Group AB, Stockholm, Sweden, for SEK 18 per share and SEK 0.05 per warrant in cash. All U.S. antitrust conditions to the offer were satisfied. EU approval was still pending at the time of writing.
In addition, the Independent Committee of the board of directors of Niscayah unanimously recommended that shareholders do not accept Securitas’ public takeover offer. The board previously made a positive recommendation for Stanley Black & Decker Inc.’s offer.
The committee’s statement is based on an assessment of a number of factors that the committee considered relevant to the evaluation of Securitas’ offer. These factors include, but are not limited to, the company’s present position, the expected future development of the company and thereto related possibilities and risks.
A recommendation made by the committee to the shareholders in Niscayah on June 27, 2011 to accept Stanley’s offer still holds. Stanley’s offer represents a premium of approximately 17 percent compared to the value of Securitas’ offer. The committee noted that Securitas’ current market value needs to increase by approximately SEK 4 billion to achieve a value corresponding to Stanley’s offer.
In early August, Stanley’s wholly owned Swedish subsidiary acquired in total 37,005,890 class B shares of Niscayah Group, representing approximately 10 percent of the outstanding shares and approximately 7 percent of the total number of votes in Niscayah, at prices not exceeding SEK 18. The acquisition of these shares was made through purchases outside of the company’s pending tender offer to acquire all the outstanding shares and warrants of Niscayah. This accumulation of shares reflects the company’s commitment to the tender offer, Stanley stated.