The Stanley Works Successfully Completes Cash Tender Offers For Frisco Bay Industries Ltd.

The Stanley Works Successfully Completes Cash Tender Offers For Frisco Bay
Industries Ltd. 


NEW BRITAIN, Conn., March 9  /PRNewswire-FirstCall/ -- The Stanley Works  and
Frisco Bay Industries Ltd.  today jointly announced the successful completion of
Stanley's offers to acquire 100% of the outstanding share capital of Frisco Bay
for U.S.$15.25 per share in cash. The offers expired, as scheduled, at 12:01 am
on March 9, 2004 and were not extended.  All of the conditions to the offers
have been satisfied or waived and, as a result, Stanley has accepted for payment
all shares validly tendered and not withdrawn.

Based on information provided by the depositary for the offers, 2,088,929 common
shares (including 35,199 common shares deposited pursuant to notices of
guaranteed delivery) and 799,567 Class A common shares were deposited in the
offers during the initial offering period, representing approximately 94.7% of
the outstanding common shares (calculated on a fully diluted basis but excluding
thecommon shares resulting from the conversion of the Class A common shares
deposited pursuant to the offer to purchase the Class A common shares) and 100%
of the outstanding Class A common shares.

As previously announced, Stanley intends to complete a second-step transaction
in which it will acquire all remaining Frisco Bay shares not tendered in the
offers at the same cash price paid in the offers. Because Stanley has acquired
in the offer for Frisco Bay's common shares more than 90% of the common shares
(calculated on a fully diluted basis but excluding the common shares resulting
from the conversion of the Class A common shares deposited pursuant to the offer
to purchase the Class A common shares), Stanley intends to acquire the remaining
common shares in a compulsory acquisition transaction, which Stanley expects
would occur within 20 to 30 days. In the compulsory acquisition, a holder of
common shares who does not deposit its common shares pursuant to the offer to
purchase common shares will receive, subject to applicable withholding taxes,
U.S.$15.25 per share in cash, without interest thereon, unless such holder
validly exercises appraisal rights under applicable law.

The Stanley Works, an S&P 500 company, is a worldwide supplier of tools,
hardware and security solutions for professional, industrial and consumer use.

Frisco Bay is an international provider of security systems and equipment for
financial institutions, government agencies and major industrial corporations.

The Stanley Works corporate press releases are available under Financial News in
the Investor Relations section of the company's corporate web site at
http://www.stanleyworks.com/ .

The Frisco Bay Industries Ltd. corporate press releases are available in the
Investor Centre section of the company's corporate web site at
http://www.friscobay.com/ . 

DATASOURCE: The Stanley Works



CONTACT: Gerry Gould, Vice President, Investor Relations of The Stanley

Works, [phone], , or Robert Gagnon, Vice

President- Finance & Information Technology of Frisco Bay Industries Ltd. for

The Stanley Works, [phone], or  



Web site:  http://www.stanleyworks.com/

http://www.friscobay.com/ 



Company News On-Call:  http://www.prnewswire.com/comp/874363.html

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