The Stanley Works (NYSE: SWK) has agreed to acquire Sonitrol Corp. from Carlyle Venture Partners, Wachovia Capital Partners, Spire Capital Partners and Sonitrol management. The deal is valued at $275 million in cash. Sonitrol is a Berwyn, Penn.-based provider of security monitoring services, access control and fire detection systems to commercial customers in North America. It had been acquired by the PE firms in 2004 from Tyco for approximately $125 million, and had already paid out a dividend.
The Stanley Works (SWK) today announced that it has entered into an agreement to sell its CST/berger laser leveling and measuring business, based in West Lafayette, IN, to Robert Bosch Tool Corporation for $205 million. This operation had 2007 revenues of $80 million (excluding certain European sales of approximately $10 million), primarily in North American construction-related markets. The transaction, which has been approved by the Boards of Directors of Stanley and Bosch, is subject to regulatory approvals and other customary conditions, and is expected to close during the next several months at which time the company expects to realize a pre-tax book gain totaling $138 million. Net after-tax cash proceeds from the sale are expected to approximate $155 million.
In a separate transaction, the company also announced that it has entered into an agreement to purchase 100% of the shares of Sonitrol Corporation from an ownership group comprised of Carlyle Venture Partners, Wachovia Capital Partners and Spire Capital Partners as well as selected members of Sonitrol management for $275 million cash (approximately 10x EBITDA). Sonitrol, headquartered in Berwyn, PA, provides security monitoring services, access control and fire detection systems to commercial customers in North America via two monitoring centers and a national multi-channel distribution network. Sonitrol, the 8th largest electronic security company in the U.S., brings a strong brand, unparalleled capabilities in audio-verified monitoring and a substantial national account base to Stanley's Convergent Security Solutions platform. Sonitrol, with revenue totaling approximately $110 million will report into Stanley's Convergent Security Solutions business which had 2007 revenues approaching $600 million. The Boards of Directors of Stanley and Sonitrol have approved the transaction, which is subject to regulatory approvals and other customary conditions. The acquisition is expected to close during the third quarter of 2008.
John F. Lundgren, Chairman and Chief Executive Officer, commented: “These two transactions are important steps toward advancing our growth strategy and repositioning the company to be less dependent on construction and DIY markets. We continue to be strongly committed to shifting the company's portfolio into higher-growth, higher-return areas such as electronic security. The addition of Sonitrol, with its iconic brand and strong franchisee and direct sales network, expands the scale of our existing North American monitoring operation, increases our recurring revenue and adds breadth and depth to our electronic security product offering.”
Exit of Several Small, Non-Strategic Product Lines
In addition to the two transactions announced today, the company is developing plans to exit several small, non-strategic product lines during the remainder of the year with associated revenues of approximately $60 million. Assuming that these exits are accomplished through discontinuation or sale at various times throughout the year, their results will be reclassified to discontinued operations for the current and all prior periods in accordance with generally accepted accounting principles as events transpire. Details of these exits will be communicated as necessary after plans are finalized and/or transactions occur.
Financial Impact Of Announced Transactions And Portfolio Pruning Plans
The estimated effect of these transactions on the company's revenues and its previously communicated 2008 diluted earnings per share from continuing operations guidance is summarized below:
Item Annual Revenue EPS
Sale of CST/berger down $80 million '08 and annualized: down $0.11
Purchase of Sonitrol up $110 million (1) '08: down $0.02, '09: up $0.04
then up by approximately $0.05
each year thereafter
Other portfolio down $60 million '08 and annualized: nominally
actions accretive (2)
(1) 2008 impact of approximately $55 million.
(2) In addition, the company expects to record pre-tax restructuring and
related asset impairment and severance charges ranging from $10
million -- $20 million relating to these actions which will be
reclassified to discontinued operations by the end of 2008.
John F. Lundgren, Chairman and Chief Executive Officer, continued: “The portfolio transformation which we embarked upon several years ago is a key element of our overall strategy and includes both acquisitions and the occasional disposition of businesses or product lines that are inconsistent with our intended direction. As the portfolio reshaping has progressed, the company has become stronger and more capable of delivering sustainable earnings and cash flow growth. Today's announcement reinforces our firm conviction to continue with this strategy. Challenging economic periods like these often present opportunities. Our acquisition pipeline is robust and our ability to create value by allocating capital to acquisitive growth and/or share repurchase is strong. We continue to operate the company within the boundaries of our upper-tier credit ratings, a strategy which has served us well over the years and will continue to do so.”
Additional Information About Sonitrol
Sonitrol, a market leading independent U.S. commercial security company, had 2007 revenues of approximately $110 million. Sonitrol is well positioned for growth given its integrated suite of security solutions, its established brand and respected reputation and its national multi-channel distribution network. Sonitrol, an industry leader in apprehension rates, maintains one of the lowest false dispatch rates in the market, and is a leader in verified audio monitoring services.
Recurring monthly revenues (“RMR”) from commercial monitoring activities represents an important element of Sonitrol's annual revenues; additional revenues are generated from security system and equipment installation, repair services, proprietary equipment sales and royalty fees generated from Sonitrol's franchisees. A one-time installation fee (including the cost of equipment) is billed at the commencement of customer security contracts. Additionally, monthly monitoring fees are charged over the life of contracts, for which a typical initial length is five years, and service fees are generated from repairs that are not covered by warranty. Additional information on Sonitrol can be found at www.sonitrol.com.
Additional Information About The Stanley Works
The Stanley Works, an S&P 500 company with 2007 revenues of $4.5 billion, is a diversified worldwide supplier of tools and engineered solutions for professional, industrial, construction and do-it-yourself use, and access security solutions for commercial applications. For over 165 years, the Stanley(R) brand has been synonymous with quality, reliable products. Its well-known tool and storage brands include Stanley(R) as well as FatMax(R), Facom(R), Bostitch(R), Jensen(R), Mac(R), Proto(R), La Bounty(R), Vidmar(R), and InnerSpace(R). Security Solutions brands include Stanley(R), Best(R), National(R), HSM(R), Blick(R) and Frisco Bay(R). The company employs approximately 20,000 associates. Additional information about The Stanley Works can be found at www.stanleyworks.com.
The Stanley Works corporate press releases are available in the Investor Relations section of the company's Internet web site at www.stanleyworks.com.