Sargent & Greenleaf, Inc., headquartered near <?xml:namespace prefix = st1 ns = “urn:schemas-microsoft-com:office:smarttags” />Lexington, KY, is a leading manufacturer of medium and high security locks and locking systems for the financial, government and retail markets.
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The SafeMasters Co., Inc., headquartered near Washington, DC, is a leading North American access control provider offering a wide variety of physical security installation, maintenance and repair services, with emphasis on mechanical locking systems.
The purchases pick out toolmaker Stanley Works as a serious player in the security industry, with strength in electronics, integration and now physical security products.
Key benefits of acquiring the Security Group companies include:
— Expands the current product offering in high value-added mechanical
and electronic locking systems.
— Expands the security solutions national service network, with over 150
field-based sales and service personnel in North America.
— Strengthens the Stanley Security Solutions position in the important
financial, government and retail industry segments.
— Provides the opportunity to “pull through” complementary Stanley
products into its served markets.
Closing for this transaction is subject to certain regulatory and other approvals, third-party consents and customary conditions, and is expected to occur late in the fourth quarter of 2004 or early in the first quarter of 2005. UBS Investment Bank advised Stanley on this transaction.
This move advances Stanley Security Solutions towards its goal of building the first direct global network of total access and security solutions.
“Our tremendous focus on our end-user customers is what distinguishes us from the competition,” said Justin Boswell, President of Stanley Security Solutions.
“The Security Group companies bring a strong, experienced management team and fit well with our strategy of expanding our sales and service operations to more effectively serve our customers. This acquisition strengthens our presence in three important vertical markets: financial institutions, government and retail.”
In addition, the company announced that Stanley Security Solutions recently completed a smaller acquisition of Cal-Dor Specialties, Inc., a premier distributor of Stanley and other security products and services in Southern California.
Revenues from the Security Group acquisition and the significantly smaller Cal-Dor acquisition are expected to total approximately $55 million, increasing Stanley Security Solutions’ total revenue base by about 8%.
The acquisitions are expected to be individually accretive to earnings and, in total, are expected to add 3-4 cents earnings per fully diluted share in 2005.
Total consideration for the two acquisitions will approximate $56 million, comprised approximately of $49 million cash and $7 million notes payable, an average purchase price of approximately 1.0 times annual sales and approximately 7 times EBITDA (earnings before interest, taxes, depreciation and amortization).
John Lundgren, Chairman and Chief Executive Officer of The Stanley Works commented: “In October we announced the planned disposition of our consumer home decor business. These security acquisitions are the first step toward replacing the revenues and earnings of the home decor business. These moves demonstrate our commitment to the continued shift of our portfolio toward favored markets with higher inherent growth and profitability.
“We expect our portfolio repositioning to continue into 2005. The successful Blick plc and FriscoBay integrations in 2004 built upon the previous Best Access Systems acquisition in demonstrating our ability to do so.”
About Security Group, Inc.:
Security Group has its headquarters in Indianapolis, IN. Its officers are J. Fred Risk, Chairman, and O. U. Mutz, President. Security Group’s two primary operating companies are Sargent & Greenleaf, Inc. and The SafeMasters Co., Inc.:
headquartered in Nicholasville, KY, is a leading manufacturer of medium and high security locks and locking systems used primarily on safes, vaults, ATM’s and safe deposit boxes.
Founded in 1857, the company offers the largest selection of locking solutions used by financial institutions, commercial businesses and governments worldwide. Sargent & Greenleaf distributes its products in over 100 countries.
The SafeMasters Co., Inc., headquartered in Silver Springs, MD, near Washington, DC, was founded in 1939 as a safe company. Since then, SafeMasters has grown into a leading access control service provider in the U. S. with over 15 locations in eight states. SafeMasters provides a wide range of physical security products including mechanical and electronic access control and national service capabilities.
