 June 27, 2011 RECOMMENDED OFFER TO ACQUIRE NISCAYAH Exhibit 99.3 |
 2 Cautionary Statements Stanley Black & Decker makes forward-looking statements in this presentation which represent its expectations or beliefs about future events and financial performance. Forward-looking statements are identifiable by words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward looking statements made in this presentation, include, but are not limited to, statements concerning: the consummation of the acquisition; Niscayah’s business complementing and expanding Stanley Black and Decker’s existing operations and international presence; cost savings; and earnings per share. You are cautioned not to place undue reliance on these forward-looking statements. These forward- looking statements are not guarantees of future events and involve risks, uncertainties and other known and unknown factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by such forward-looking statements, including, but not limited to, the failure to consummate, or a delay in the consummation of, the transaction for various reasons. Forward-looking statements made herein are also subject to risks and uncertainties, described in: Stanley's 2010 Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the quarter ended April 2, 2011; and other filings the Company makes with the Securities and Exchange Commission. In addition, actual results could differ materially from those suggested by the forward-looking statements, and therefore you should not place undue reliance on the forward-looking statements. The Company makes no commitment to revise or update any forward-looking statements to reflect events or circumstances occurring or existing after the date of any forward-looking statement. |
 3 A Compelling Opportunity • Immediately Accretive To EPS: $0.20 /Share In Year 1; $0.45 /Share In Year 3 • ~$80M Of Cost Synergies: ~4.5% Of Combined Niscayah/CSS Revenues – >50% Achievable In Year 1 • Opportunity To Improve Niscayah’s Profitability & Growth Trajectory With Proven Stanley CSS Business Model • Financed With Offshore Cash Earning 50 Bps; No Debt Or Equity Issuance Required • Implied EBITDA Purchase Multiple Of 7.2x (Including Run-Rate Synergies); 14.2x Excluding Synergies • Strong Balance Sheet Maintained • Does Not Impact Ongoing Integration Of Black & Decker, Which In Its Late Stages Continues To Be A Success Story • Consistent With Strategy To Expand Electronic Security Footprint In Europe • Diversifies Business Mix, Geographic Reach, Improves Value Proposition & Provides Scale • Opportunity To Capitalize On Honed & Proven Global Integration Skills – Leverage Successful HSM, Sonitrol, GdP & ADT France Acquisitions • Deploys Unproductive Trapped Capital And Boosts Overall Company ROCE Strategic Accretive Disciplined |
 4 Transaction Details Niscayah Overview • Swedish Public Company (OMX: NISC) With ~$1B Of Revenue (85% Europe / 15% U.S.) • Strong European Presence In Commercial Security: Access Control, Video Surveillance, Intrusion And Fire Protection – Spun-off From Securitas AB Group In 2006 Securitas AB’s Offer For Niscayah • On May 16, Securitas AB Made An All Stock Public Share Offer To Acquire Niscayah – One Securitas AB Share For Every 4.19 Shares Of Niscayah (Value Of 16 SEK/Share At Offer Date; June 23 Value Of 14.53SEK/Share); 31% Premium To Pre-Announcement Close History Of SWK/Niscayah Dialogue • SWK Senior Management Built Relationships With Niscayah’s Leadership Over Past 5 Years – Had Discussed Merits Of Combination In Detail On Several Occasions • Subsequent To Securitas’ Offer, Niscayah’s Advisors Reached Out To SWK & Others To Gauge Interest • SWK & Niscayah Management Met Several Times Prior To Offer • SWK’s Offer For Niscayah • SEK18.00 In Cash Per Class A And B Share and SEK0.05 In Cash Per Warrant • Total Transaction Value Of SEK7.6B (~USD$1.2B) • 47% Premium Based On Unaffected Price • 24% Premium To Current Value Of All-Stock Securitas AB Offer • Independent Committee Of Niscayah Board Has Unanimously Recommended SWK Offer • Shareholders Representing ~19.5% Of Niscayah Shares Have Committed To Accept The Offer Under Certain Conditions • No Financing Condition; Regulatory Approval And 90% Shareholder Acceptance Required Timing • Offer Period To Run From July 25 To August 29 • Anticipated Close In September 2011 |
 5 Niscayah Business Overview Description Three Business Areas Systems Management (Maintenance) Implementation (Installation) System Operations (Monitoring) Business • Services Include Preventive Measures, Fault Localization And Repairs Of Security Systems • Analysis, Design And Installation Of Security Systems • Hardware And Software Sales • Operation And Monitoring Of Security Systems • 12 Security Centers In Europe And US Description Access Control Video Surveillance Intrusion Protection Fire Alarm Systems Solutions By Technology • Commercial Security Solutions Provider Specializing In: – Video Surveillance, Access Control, Intrusion Alarms & Fire Alarm Systems – Design & Installation Services, Maintenance And Repair, Monitoring – Packaged Solutions Using Products From Range Of Suppliers • Strong Presence With Financial And Retail Customers Customers |
 6 A Premier Commercial Security Franchise With Global Scale Niscayah 2010 Sales By Segment Installation 50% Maintenance 37% Monitoring 10% Other 3% Niscayah 2010 Sales By Geography France 9% RoW 9% Rest Of Europe 33% Nordic Region 34% Pro Forma Total Stanley Convergent Security Solutions: ~$1.8B 47% Recurring (RMR) U.S. 15% North America 35% France 17% Rest Of Europe 22% RoW 7% Nordic Region 19% 48% Recurring Revenue Mix Of $1.8B Pro Forma CSS Global Platform |
 7 Extends Our Powerful Business Model • Gain A Large Commercial Base, High Service Content, And Recurring Revenues – Adds ~120K Subscribers In New Regions • Creates An Expanded Direct Sales And Service Provider Across Multiple Regions – Adds 15 Additional Countries To CSS Platform – Adds Multilingual Monitoring Capabilities • Expands Platform Through Segment Share Growth, New Penetration Across Europe; CSS Brings A Competitive/Attractive Product With eServices Offering Complementary Services & End Users • Creates A Leading Security Solutions Provider To Government, Financial, Healthcare And Retailer End Markets On Two Continents – Enhances Penetration In Fire Monitoring And Into Financial Verticals • Complementary Geographic Fit With Established Strong Positions In U.S., Nordic, France, Spain & UK Solid Platform For Consolidation • Provides New Non-North American Consolidation Opportunities For RMR Growth • Increases Scale To Allow Pursuit of Broader Convergence And Technology Strategies Excellent Fit With CSS Growth Strategy |
 8 Significant Synergy Potential SG&A • Sales Teams And Operations Consolidation • Public Company And Administrative Costs • Migration To Shared Services • Real Estate Rationalization COGS • Migrate Niscayah North American Hardware To CSS Supply Base • Standardize Pan-European Hardware And Distribution • Robust Opportunity – ~$80 Million • ~4.5% Of Combined Niscayah/CSS Revenues • >50% Achievable In Year 1 |
 9 Successful Integration Track Record • SWK Acquired Struggling Operation In France In March 2010 • Improved Operating Margins By 1,800 Bps In First 15 Months • Total 2,500 Bps Improvement Expected In Less Than 2 Years Post-Acquisition ADT France: Case Study Proven SWK Security Integration Process Yields 1,000 Bps Margin Improvement On Average ~2,500 Bps By Y/E 2011: 21 Months Post-Acquisition (Mid-Teens OM%) 1,800 Bps (In 15 Months) Historical Security Acquisition OM% Improvement Post- SWK Integration FACOM: 350 Bps OM% Improvement In Pan-European Integration Of IAR Business In 2006 |
 10 Black & Decker Integration Scorecard Category Cost Synergies Original Year 3 Goal Current View Confidence Level Revenue Synergies Free Cash Flow $350 Million (By 3/2013) TBD $1 Billion $425 Million (By 2012) $300 - $400 M (By 2013) $1.1 Billion (In 2011) High High High Strong Performance Against Original Commitments $460 Million (Annualized Run Rate*) *Annualizing 9 Months Of Achieved Synergies Of $135M In 2010 |
 11 Pro Forma Financial Impact & Timing Year 1 Year 2 Year 3 Expected Cost Synergies ~$45M ~$35M Adjusted EPS Impact* +$0.20 +$0.45 • Financed With Offshore Cash • Offshore Cash Currently Earning 50 Bps • Taxes To Repatriate Cash Would Be 28-30% • Credit Rating Expected to Remain Strong Investment Grade Acquisition Financing *Before expected one-time costs of $60-80 Million Year 2 Expected Cost Synergies Are Incremental • Current Niscayah OM%= 6% • CSS Average OM%= Mid-To-High Teens • Expect To Improve Niscayah OM To CSS Average By Year 3 Niscayah OM % • Announcement Of Offer • Posting Of Offer Document • Acceptance Period Expires On August 29th • Regulatory Approvals • Transaction Close Anticipated Sept. 2011 Procedure/Timing |
 12 Summary Significant Synergy Opportunity: ~$80M By Year 2; High Level Of Confidence Given SWK’s Strong Global Integration Track Record Clear Opportunity To Improve Niscayah’s Profitability And Growth Trajectory With Proven Stanley CSS Business Model Compelling, Strategic, Accretive Transaction • Financed Completely With Offshore Cash Earning 50bps • Will Not Interfere With Black & Decker Integration Excellent Fit With CSS/Security Vision To Expand Presence In Europe • Provides Scale, Geographic Balance, Solid Platform For Consolidation • Complementary End Market Exposure 12 |
 June 27, 2011 RECOMMENDED OFFER TO ACQUIRE NISCAYAH |