Lawsuits seek to block B & D merger

Shareholders don't like terms or that 'insiders' benefit

November 24, 2009|By Hanah Cho

Several shareholders of Black & Decker are protesting the Towson toolmaker's merger with Connecticut-based Stanley Works in a $4.5 billion all-stock deal.

At least four lawsuits have been filed since the transaction was announced earlier this month. The lawsuits accuse Black & Decker and its board members of breaching their fiduciary duties by undervaluing the company and agreeing to terms that are preferential to Stanley and benefit a few Black & Decker insiders, including Chairman and CEO Nolan D. Archibald. Stanley is also named as a defendant.

Stanley becomes the majority owner in the buyout, which will cost nearly 250 corporate Black & Decker employees their jobs once it's completed next year. Archibald will become executive chairman of the newly combined company and his pay package includes a "cost synergy bonus" of up to $45 million if he meets certain goals by the end of his three-year contract.

The four lawsuits, filed in Baltimore County Circuit Court, seek to stop the merger under its currents terms; three request class-action status. Plaintiffs include individual shareholders in Virginia, South Carolina, California, North Carolina and Washington.

Black & Decker spokesman Roger Young said, "our board strongly believes that the merger is in the best interest of shareholders." He declined to comment further Monday.

Shareholder lawsuits involving major transactions, such as mergers and acquisitions are common.

Under terms of the deal, Black & Decker shareholders would get 1.275 shares of Stanley common stock for each share of Black & Decker common stock. That's a premium of about 22 percent on Black & Decker's closing share price before the deal's announcement Nov. 2. The deal will work out to about $57 or $58 per share for Black & Decker shareholders.

Black & Decker shares rose $1.02, or 1.7 percent, to close at $62.02 Monday. Stanley shares rose 78 cents, or 1.59 percent, to close at $49.73.

A lawsuit representing John Graziadei of Williamsburg, Va., notes that Black & Decker's trading price of more than $60 a share since the deal's announcement indicates that the market believes that the share should fetch a higher premium. The lawsuit also alleges that Black & Decker had positive long-term prospects, noting the company reporting better-than-expected sales in its most recent quarter ending Sept. 27 and Archibald's "unbridled optimism about the company's ability to weather the economic downturn as a standalone entity."

"Notwithstanding the fact that Stanley and certain Black & Decker insiders will obtain wide-ranging benefits from the Proposed Transaction to the detriment of Black & Decker and its shareholders. ... Black & Decker prospects suggest that the proposed Transaction undervalues its shares, which further suggests that the Board either failed to adequately inform itself of the Company's true value or disregarded such value in unanimously approving the Proposed Transaction," according to Graziadei's lawsuit.

Another lawsuit alleges the deal does not "maximize shareholder value," noting that the terms of the buyout prohibit the company or the board from soliciting a competing and higher offer.

Stanley has been given an "impermissible advantage in buying" Black & Decker, according to the lawsuit filed by shareholders Robert C. Ricci of Santa Monica, Calif., and Leonard C. Mainor of Chapel Hill, N.C.

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