Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 65)

that would require recognition in its consolidated financial statements for the year ended December 31, 2009; and (ii) no other

subsequent events have occurred that would require disclosure in the notes thereto.

NOTE 2: DEFINITIVE MERGER AGREEMENT

On November 2, 2009, the Corporation announced that it had entered into a definitive merger agreement to create Stanley Black &

Decker, Inc. in an all-stock transaction. Under the terms of the transaction, which has been approved by the Boards of Directors of

both the Corporation and The Stanley Works, the Corporation’s shareholders will receive a fixed ratio of 1.275 shares of The Stanley

Works common stock for each share of the Corporation’s common stock that they own. Consummation of the transaction is subject to

customary closing conditions, including obtaining certain regulatory approvals as well as shareholder approval from the shareholders

of both the Corporation and The Stanley Works.

On December 29, 2009, the Corporation announced that the Hart-Scott-Rodino antitrust review period had expired. The expiration of

the Hart-Scott-Rodino antitrust review period satisfies one of the conditions to the closing of the transaction. On February 2, 2010, the

Corporation and The Stanley Works announced that both companies will hold special shareholder meetings on March 12, 2010, to

vote on the combination of their businesses. In connection with the proposed transaction, The Stanley Works has filed with the

Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 (File No. 333-163509) that includes a joint proxy

statement of Stanley and the Corporation that also constitutes a prospectus of Stanley. The joint proxy statement of both the

Corporation and The Stanley Works was mailed to shareholders commencing on or about Febuary 4, 2010. Investors and security

holders are urged to read the joint proxy statement/prospectus and any other relevant documents filed with the SEC because they

contain important information. The Corporation and The Stanley Works expect that closing of the proposed transaction will occur on

March 12, 2010.

The provisions of the definitive merger agreement provide for a termination fee, in the amount of $125 million, to be paid by either

the Corporation or by The Stanley Works under certain circumstances, including circumstances in which the Board of Directors of

The Stanley Works or the Corporation withdraw or modify adversely their recommendation of the proposed transaction.

The Corporation recognized merger-related expenses of $58.8 million for the year ended December 31, 2009, for the matters

described in the following paragraphs.

Approval of the definitive merger agreement by the Corporation’s Board of Directors constituted a “change in control” as defined in

certain agreements with employees. That “change in control” resulted in the following events, all of which were recognized in the

Corporation’s financial statements for the year ended December 31, 2009:

i. Under the terms of two restricted stock plans, all restrictions lapsed on outstanding, but non-vested, restricted stock and restricted

stock units, except for those held by the Corporation’s Chairman, President, and Chief Executive Officer. As a result of that lapse,

the Corporation recognized previously unrecognized compensation expense in the amount of approximately $33.0 million,

restrictions lapsed on 479,034 restricted shares, and the Corporation issued 311,963 shares in satisfaction of the restricted units

(those 311,963 shares were net of 166,037 shares withheld to satisfy employee tax withholding requirements). In addition, the

Corporation repurchased 186,326 shares, representing shares with a fair value equal to amounts necessary to satisfy employee tax

withholding requirements on the 479,034 restricted shares on which restrictions lapsed.

ii. Under the terms of severance agreements with 19 of its key employees, all unvested stock options held by those individuals,

aggregating approximately 1.1 million options, immediately vested. As a result, the Corporation recognized previously

unrecognized compensation expense associated with those options in the amount of approximately $9.3 million.

iii. Under the terms of The Black & Decker Supplemental Executive Retirement Plan, which covers six key employees, the

participants became fully vested. As a result, the Corporation recognized additional pension expense of approximately $5.3

million.

The events described in paragraphs i. through iii. above were recognized in the Corporation’s financial statements for the year ended

December 31, 2009, as the approval of the definitive merger agreement by the Corporation’s Board of Directors on November 2,

2009, constituted a “change in control” under certain agreements with employees and resulted in the occurrence—irrespective of

whether or not the proposed merger is ultimately consummated—of those events. Additional payments upon a change in control—that

are solely payable upon consummation of the proposed merger or termination of certain employees—will not be recognized in the

Corporation’s financial statements until: (1) consummation of the proposed merger, which is subject to customary closing conditions,

including obtaining certain regulatory approvals, as well as shareholder approval from the shareholders of both the Corporation and

The Stanley Works, and therefore cannot be considered probable until such approvals are obtained; or (2) if prior to consummation of

the proposed merger, the Corporation reaches a determination to terminate an affected employee, irrespective of whether the proposed

merger is consummated.

Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar

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