Statement by the Independent Committee of the Board of Directors of Niscayah in relation to Stanley Black & Decker's public cash offer

Statement by the Independent Committee of the Board of Directors of
Niscayah in relation to Stanley Black & Decker's public cash offer

The Independent Committee of the Board of Directors of Niscayah
unanimously recommends that shareholders and warrant holders accept the
public offer made by Stanley Black & Decker.

Background
This statement is made by the Independent Committee of the Board of
Directors¹ (the "Committee”) of Niscayah Group AB (publ) (“Niscayah” or
the “Company”) pursuant to section II.19 of the rules concerning public
takeover offers on the stock market adopted by NASDAQ OMX Stockholm (the
“Takeover Rules”).

Stanley Black & Decker, Inc. (”Stanley”) has today, on 27 June, 2011,
through its indirect wholly-owned subsidiary SBD Holding AB (“SBD
Holding”), announced a public offer to the shareholders and warrant
holders of Niscayah to transfer all of their class A and class B shares
and warrants in Niscayah to SDB Holding for a consideration of SEK 18.00
in cash per share and SEK 0.05 in cash per warrant (“Stanley's Offer”).

The total value of Stanley's Offer is approximately SEK 6,5 billion².
Stanley's Offer represents a premium of:

  · approximately 23.8 percent compared to the share offer announced by
Securitas AB (“Securitas”) on 16 May, 2011, based on the closing price
of SEK 60.90 for the class B shares in Securitas on NASDAQ OMX on 23
June, 2011 (being the last trading day prior to the announcement of
Stanley's Offer);
  · approximately 46.9 percent compared to the closing price of SEK
12.25 for the class B shares in Niscayah on NASDAQ OMX on 13 May, 2011
(being the last trading day prior to the announcement of Securitas'
offer on 16 May, 2011);
  · approximately 50.6 percent compared to the volume-weighted average
price of the class B shares in Niscayah on NASDAQ OMX during the three
months up to and including 13 May, 2011, of approximately SEK 11.95³;
and
  · approximately 14.6 percent compared to the closing price of SEK
15.70 for the class B shares in Niscayah on NASDAQ OMX on 23 June, 2011
(being the last day of trading prior to announcement of Stanley's
Offer).

The Committee has allowed Stanley to conduct a limited confirmatory due
diligence investigation prior to the announcement of Stanley's Offer.
Stanley has not received any non-public price-sensitive information
through such due diligence investigation.

According to the press release issued by Stanley on 27 June, 2011, two
significant shareholders in Niscayah, Triton III (Nimble) S.à.r.l. and
Noonday Asset Management LLP, who together hold approximately 19.5
percent of the shares and 13.7 percent of the votes in Niscayah, have
entered into irrevocable undertakings with SBD Holding to accept
Stanley's Offer, provided that no competing offer is announced at a
price which is at least 7.5 percent higher than Stanley's Offer.

As part of the Committee's evaluation of Stanley's Offer, the Committee
has engaged Lazard as financial advisors and Hannes Snellman as legal
advisors. The Committee has also engaged UBS Limited (“UBS”) to issue a
fairness opinion(4). UBS has on 26 June, 2011 issued a fairness opinion
with respect to Stanley's Offer. UBS' opinion, as outlined in the
attachment to this press release, is that Stanley's Offer is to be
considered fair from a financial point of view for the shareholders and
warrant holders in Niscayah.

The Committee's recommendation
The Committee's statement is based on an assessment of a number of
factors that the Committee has considered relevant to the evaluation of
Stanley's Offer. These factors include, but are not limited to, the
Company's present position, the expected future development of the
Company and thereto related possibilities and risks.

Based on Stanley's current assessment as set out in the announcement,
the Committee is of the opinion that Stanley's Offer will not involve
any material change for management and employees (including terms of
employment) in the locations where the Company conducts business.
Niscayah notes Stanley's statement that following the completion of
Stanley's Offer, Stanley and the Company's leadership team will develop
the best structure going forward in order to maintain the Company's
identity with the employees and customers after completion. Whether
Stanley's strategic plans at some point in the future may have effects
on the employment or on the locations where the Company conducts
business cannot be assessed by the Committee at this point in time.

 

On this basis, the Independent Committee of the Board of Directors of
Niscayah unanimously recommends that shareholders and warrant holders in
Niscayah accept Stanley's Offer.

______________________

27 June, 2011
Niscayah
The Independent Committee of the Board of Directors of Niscayah

Contact:
Tomas Franzén, Member of the Niscayah Board of Directors
Håkan Kirstein, CEO and Member of the Niscayah Board of Directors
Both can be reached through Johan Andersson Melbi, Niscayah Investor
Relations, +46 (0)10 458 80 23

¹At extraordinary board meetings in May 2011 the board decided to
establish an independent committee, consisting of board members Tomas
Franzén, Eva Lindqvist, and Håkan Kirstein, to take the decisions
necessary due to the current situation and to evaluate Securitas offer
and other potential offers.
As a consequence, in the decision to recommend Stanley's Offer, the four
board members that are connected to the Company's main shareholders
Investment AB Latour, SäkI AB and Melker Schörling AB, have not
participated because of their conflict of interest towards Securitas.
Neither have the two board members representing the employees
participated in this decision as they have decided to allow the
shareholder appointed independent board members to evaluate the offers.

²Based on 363,258,897 outstanding shares, which is the total number of
outstanding shares in Niscayah, excluding Niscayah's holding of
1,800,000 treasury shares.

³Adjusted for a dividend in Niscayah of SEK 0.30 per share.

(4)UBS is acting exclusively for the Company and no one else in
connection with Stanley's Offer and will not regard any other person
(whether or not a recipient of this document) as its client in relation
to Stanley's Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of UBS, or for
providing advice in relation to Stanley's Offer or any transaction or
arrangement referred to in this document.

 

Niscayah Group AB (publ) is a world leading security company specialized
in technical security services and solutions for customers with high
security demands such as bank and post, retail, utilities, transport and
logistics and gas stations. Niscayah has approximately 5,100 employees
and is present in 14 countries in Europe as well as in USA. Niscayah is
a publicly listed company on the OMX Nasdaq stock exchange in Stockholm,
Sweden.

 

Niscayah Group AB discloses the information provided herein pursuant to
the Securities Markets Act and/or the Swedish Financial Instruments
Trading Act. This information was submitted for publication at CET 08:30
on 27 June, 2011.