STANLEY WORKS MAKES €410 MILLION ($494 MILLION) OFFER TO
FIMALAC FOR FACOM TOOLS BUSINESS
Proposed Transaction Would Strengthen Stanley’s Industrial Tools Business and
Expand Reach for Key Facom and Stanley Brands
New Britain, CT and Paris, France, July 18, 2005 – The Stanley Works (NYSE: SWK)
and Fimalac (Euronext: FIM.PA) announced today that Stanley has made a firm and
irrevocable offer to purchase Facom Tools from Fimalac for €410 million ($494 million) in
cash and that Fimalac has granted Stanley an exclusivity for the term of its offer until
April 30, 2006. The proposed combination would bring together two of the leading
Western European suppliers of industrial hand and mechanics tools (Facom) and
consumer hand tools (Stanley), allowing the businesses to expand their brands beyond
their existing markets.
John F. Lundgren, Chairman and Chief Executive Officer of Stanley, commented, “This
is a significant acquisition for Stanley, from both strategic and financial perspectives.
Facom’s premier industrial and automotive brands, supported by its dedicated workforce
would expand our professional tools offering in Europe. Our strong cash flow allows us
to acquire Facom and build on core strengths, continuing our commitment to long-term
value creation for our shareowners.”
“The combination of Facom and Stanley represents a unique opportunity for Facom due
to the complementary nature of the two companies’ products and for geographic
reasons,” said Marc Ladreit de Lacharriere, Chairman and CEO of Fimalac. “Combining
with Stanley would enable Facom to enhance its position in a European market which is
rapidly consolidating.”
Under the terms of the proposed transaction, Thierry Paternot, President Directeur
General of Facom, would stay with the organization to lead the new combined European
Stanley business, with support from Mark Osmolski, the current Stanley Europe Chief
Operating Officer and two senior management teams that will provide leadership and
expertise across Europe. The combined management team will focus on
competitiveness and market development, thus ensuring the long-term future of the new
Stanley European business.
Stanley’s offer is for 100% of the shares of Facom and is payable in cash. The Board of
Directors of Stanley unanimously approved Stanley’s offer. The Board of Directors of
Fimalac met on July 18 and unanimously agreed that the offer presented by Stanley
would enable Fimalac, as had been previously announced, to concentrate its efforts on
the development of its ratings business, Fitch Ratings, and on the measurement of
corporate risk, Algorithmics. The Board also said that they are very pleased that Facom
Tools would become part of a worldwide industrial group.
Stanley’s offer is subject to certain regulatory approvals and other customary conditions.
Prior to acceptance by Fimalac, the proposal will be presented to Facom’s labor
representatives for their opinions. In addition, the transaction will be subject to
competition law clearance in relevant jurisdictions. Once the process is completed, it is
expected that the transaction would close by year-end 2005 or shortly thereafter.
“The combination contemplated by today’s Stanley offer would bring a new dimension to
the Facom team,” said Mr. Paternot. “We believe that this combination would support
the long-term prosperity of Facom’s brands, its clients and employees by providing
additional access to new products, distribution and territories.”
Strategic Rationale
• Facom operates primarily within the premium industrial and automotive tools sector
in Europe, while Stanley’s European customer base is focused primarily on the
construction and D-I-Y (Do-It-Yourself) channels. As a result, the two businesses
would complement each other and benefit from joint efforts in areas such as product
sourcing and raw materials and services procurement. This combination would
enable Facom to expand its product offering into the U.S. and to form the basis of
Stanley’s future growth in Europe.
• The proposed combination would extend the scale and scope of Stanley’s industrial
tools and mechanics business from the Americas to include Facom’s wide European
customer base. Together, the two organizations would become a leader in industrial
and automotive mechanics tools throughout Western Europe, including France, Italy
and Benelux, with a continuum of complete tools offerings across the entire spectrum
of served markets.
Stanley intends to make a significant investment in a new logistics and distribution
center near Morangis, France, and to implement the Stanley Fulfillment System to
provide additional financial benefits and improved customer service. Management
intends to review the existing businesses of both organizations throughout Europe to
determine the best plans for integration.
Stanley currently plans to finance the proposed transaction using a combination of cash
on hand and debt. Stanley has based its plans around this transaction and subsequent
integration of the two organizations with the objective of maintaining the company’s
current upper-tier investment-grade ratings.
Stanley was advised by Bank of America’s investment banking unit, Banc of America
Securities Limited.
Note: Currency conversion based on the July 15, 2005 mid-day rate of 1.2037, as
published by The Federal Reserve Bank of New York.
About Facom Tools
Facom Tools, with annual revenues approximating €370 million ($445 million) excluding
revenues from Beissbarth and the recently divested North American SK tool subsidiary,
is a leading European manufacturer of hand tools and mechanics tools, and has been
producing tools for over 85 years. Facom designs, manufactures and markets the
majority of its product range of tools to professional end users. Its well-known industrial
tool brands include Facom®, Virax® and Usag®. The company is a leader in France,
Italy and Benelux with a strategy of strong innovation, through 12 research and
development offices. The company employs approximately 2,500 associates. Additional
information on Facom could be found at
http://www.facom.com/.
About The Stanley Works
Stanley, an S&P 500 company with 2004 revenues of $3.0 billion (€2.5 billion), is a
worldwide supplier of consumer products, industrial tools and security solutions for
professional, industrial and consumer use. The Stanley Works’ 2004 industrial and
automotive tool revenues totaled $1.3 billion (€1.1 billion), with 85% in the Americas.
Approximately 30% of the company's revenues are generated outside the United States,
including nearly 20% from Europe, where Stanley® is a well-recognized brand. For over
162 years, the Stanley® brand has been synonymous with quality, reliable products. Its
well-known tool and storage brands include Stanley® as well as FatMax®, Husky®,
Goldblatt®, Bostitch®, Jensen®, Mac®, Proto®, La Bounty®, Vidmar®, CST®, David
White® and ZAG®. Security Solutions brands include Stanley®, Best®, Blick® and
Frisco Bay®. The company employs approximately 15,000 associates. More information
about The Stanley Works can be found at
http://www.stanleyworks.com/.
About Fimalac
Fimalac is an international business support services group based in Paris. Its activity is
focused on financial services through Fitch Ratings and Algorithmics. Fitch Ratings is
the #3 rating agency worldwide. Headquartered in New York and London, it operates in
more than 50 countries. Algorithmics is an international leader in enterprise risk
management for financial institutions and is operating in 31 countries. Fitch Ratings and
Algorithmics represent nearly $600 million in revenues. In 2004, Fimalac current net
earnings were €62.9 million. For additional information on Fimalac, refer to internet site:
http://www.fimalac.com/.
. Aber was mir Kopfschmerzen macht: wenn das so weiter geht werden wohl auch noch einige bisher unabhängige Werkzeughersteller dran glauben müssen 
