Northrop Grumman Offers $47 For TRW Stock

SPACEMART

Northrop Grumman Offers $47 For TRW Common Stock

TRW has lots of missile defense technology using lasers as seen here in this prototype "ray gun"

Los Angeles - March 3, 2002
Northrop Grumman announced Sunday that it has commenced an exchange offer for all outstanding shares of common stock and preference stock of TRW Inc. Each share of TRW common stock may be exchanged for a number of shares of common stock of Northrop Grumman equal to $47.

The exact exchange ratio will be determined by dividing the average of the closing price of Northrop Grumman common stock for the five consecutive trading days ending immediately prior to the second trading day prior to the expiration of the offer, but in no event will the number of Northrop Grumman shares exchanged be more than 0.4563 ($47/$103) or less than 0.4159 ($47/$113).

Each share of TRW's Series 1 preference stock II and Series 3 preference stock II may be exchanged for a number of Northrop Grumman shares equal to the exchange rate described above multiplied by the effective conversion rate for the shares of preference stock. The offer to exchange and withdrawal rights will expire at 12:00 midnight, New York City time, on March 29, 2002, unless extended.

Kent Kresa, chairman and chief executive officer of Northrop Grumman, stated "We have not received a substantive response from TRW regarding our February 21 letter to enter into negotiations for a proposed business combination. We continue to believe that such a transaction would be in the best interests of both companies' shareholders.

Accordingly, we are moving ahead to make this offer available to TRW shareholders and to initiate all the steps that are necessary to see it through to conclusion, including requesting that the TRW board of directors call the special meeting of shareholders required under Ohio law to authorize our acquisition of TRW shares.

"We expect that the TRW shareholders will respond favorably. In addition, we are filing a lawsuit in Ohio challenging elements of its anti-takeover laws."

Mr. Kresa added, "As we stated on February 22, the proposed strategic combination of Northrop Grumman and TRW will create a third major contributor to the nation's satellite and missile defense requirements.

"Following completion of the acquisition, we intend to promptly separate TRW's automotive business from the rest of the combined company either through a sale to a third party or parties or a spin off to the shareholders of the combined companies," Kresa added.

Mr. Kresa noted that Northrop Grumman remains willing to entertain negotiations with TRW regarding a transaction and would welcome the opportunity to consider non-public information about TRW in order to consider any enhanced values that might be demonstrated by such information.

TRW provides advanced-technology products and services for the aerospace, information systems and automotive markets worldwide. The company generated year-end 2001 sales of $16.4 billion.

Northrop Grumman Corporation is an $18 billion, global defense company with its worldwide headquarters in Los Angeles, and U.S. and international military, government and commercial customers.

SPACEMART

Northrop Grumman Bid For TRW Will Create New Defense Powerhouse

New York (AFP) Feb 22, 2002
Northrop Grumman Corp today announced that it has forwarded a proposal to TRW's board of directors to enter into negotiations to combine the two companies. The proposed transaction would deliver $47 in value of Northrop Grumman common stock for each share of TRW. TRW said it "finds it regrettable that Northrop Grumman has chosen to make thisproposal immediately following the unexpected departure of its former Chief Executive Officer, David Cote, and the aberrationally low stock price that resulted."

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